A Long and Winding Road
by TessaSpencer
Summary: After too many years of being alone, Niles finally has an opportunity to be happy even if it doesn't sit well with CC.
1. Chapter 1

1

There was something about Manhattan in the spring that made Fran hopeful. For the first time in months, people shed their parkas and winter boots and began to look more like humans than abominable snowmen. Also, it meant that she could return to her 'cute' wardrobe, instead of feeling trapped in twenty-something layers. Indeed, spring was a good time of year.

Making her way past the hot dog vendor, she made a mental note to stop on her way back. A girl needed sustenance, of course, but this was her daily ritual, and straying too far off the beaten path was unacceptable. This time, the hour between 12 and 1, was her opportunity to check out the local-area businessmen who went to the park for their lunch break. How could it be any better than this? She could spend some time enjoying the finest New York season, and she could meet a wonderful man. Or at least, she hoped the potential was there.

Sitting on her favorite bench, with a prime view of one of the many park entrances, Fran pulled out a magazine and began to pretend to read. This was her system, and even if it was partially flawed (it did, after all, require the men to approach her, which as she had long discovered, was a vastly uncertain variable), Fran held to it religiously. It was, after all, the best-laid plan she could muster, without blatantly taking out a personal ad - not that she was far off.

Holding her magazine just below eye level, she began to scan the park. This season she had promised herself would be the one; she could only hope that her mazel came through for her. To help her mazel on the way, just in case things didn't move along pleasantly enough of their own volition, she had chosen particularly appealing clothes: a small black and red-checkered miniskirt and a red ruffled vest. Instead of her trademark winter boots that she loved, she chose strappy black leather sandals with a sizeable heal. If the guys weren't falling over her today, she prayed it was because they were all blind.

The early crowd of men and women seemed to be the drab-dressed commercial crowd. Fran had become a relative expert on where people likely worked, based on their wardrobe, and the wardrobe of those around them. This first group was wearing variations of business casual, but not nicely made ones of good quality; no, these people were definitely from the shops on 54th street. So far, the day was proving to be a bust.

There was a glimmer of hope, however, when a parade of men in Harry Rosen walked through the gates. It looked like there might be something to choose from, if only they weren't walking so close... So close, in fact, that Fran began to wonder. And then it happened: as if on cue, the minute they walked through the park entrance, each man grabbed the hand of the man next to him.

"Damn," Fran muttered. Of course they were gay - they were dressed well, attractive, and in the company of several other men. So far things were looking abysmal.

"Checking out the scene," the pretty blonde woman beside her asked.

Fran nodded, and dropped her magazine enough to see the other woman. "You know, 'tis the season..."

"Mating, that is, right?" The woman laughed, and watched as the men Fran had been watching appeared to acquire instantaneous flamboyant gestures. "Never fails. All the good ones are gay."

"You're tellin' me. Or widowed." Fran didn't realize her slip until it was too late, but no matter; this woman had no clue as to who she was.

"Uh, sure." After a moment of awkward silence, the woman turned her attention back to Fran. "I'm Lois, by the way..."

"Oh, hey Lois. I'm Fran." Smiling, Fran accepted the extended hand. "Are you checking out the spring collection too?"

Lois shook her head. "I find I have better luck if I just don't think about it," she explained. "Which, when you think about it, probably explains why I'm thirty-two and single."

Fran laughed. "Oh, I'm not far behind you."

Lois just looked at her questioningly, and then decided to let it slip. It was something of a social responsibility for a lady to lie about her age, and though the concept was lost on Lois, there was no great surprise to her when those around her partook in the age-old activity. "I'm taking a long lunch - decided to wander down this way and pray to get hit by a bus on my way back to work," she said, changing topics. The sarcasm in her voice carried very well, and Fran guessed that the poor woman must have been having a very bad day.

"Oh, work must be a real laugh-riot," Fran commented, horrified.

"Studio work is always a little hairy. Never fails to keep you jumping." Lois picked up her bottle of Evian, and took a long swig. "Meanwhile, my personal assistant just about had a coronary when I left my cell phone, my laptop, and my pager at the office."

Laughing, Fran thought about how they were in two totally different worlds. Her life was simplified, with her only real commitments commencing after school hours. After all, waking up in the morning and helping the kids on their way to school wasn't exactly a barrel of stress, and once they left, she was on her own for the day. "I don't even remember the cell phone number for the phone my boss gave me. I have the damn thing somewhere, but mostly I use it to prop open my bedroom door.

It was Lois' turn to laugh; a cell phone was a very expensive doorstop. "You work in the industry?"

"Industry?" Fran tried not to look completely dumbfounded, but the question caught her entirely off-guard.

"You know, in television?"

Fran laughed hysterically. "I'm a nanny," she explained. "My boss produces on Broadway, and I've memorized the TV Guide - that's as close to 'the industry' as I'll ever get."

Sighing, Lois gave Fran the once-over. She seemed like a nice person, and definitely her appearance didn't scream 'Nanny'. Then again, this could also be her 'pulling' outfit, seeing as she was in the park with a very express purpose. "You're lucky. I bet you actually get to have a life. I can't imagine why you're sitting in the park looking for men."

"Because men don't just fall in your lap. And if they do, that means you don't want 'em. He's probably drunk."

"Ah, a native New Yorker!"

Fran nodded. "I'm from Flushing."

"Don't hate me; I'm from Connecticut. New Haven, actually." Lois thought about the personality of the woman beside her and wondered what made her feel such an instant connection.

"Hate you? Hardly," Fran said kindly, before looking up at the park gate again. "Looks like today is gonna be a dead loss on guys."

"Do you usually have any success?" The concept of picking up men in the park intrigued Lois. There were so many men around, and if you could meet men in the grocery down the block, there was no reason you shouldn't run into a handsome single man at the park, right? Of course, what Fran was doing was a little more contrived than just running in to men, and spending your day on the look-out seemed more frustrating than rewarding if you weren't going to get some kind of gratification.

"Not really, but sometimes there's something worth seeing. Today's crowd is just crappy."

Lois laughed. "This is a daily thing, then, I take it?"

Fran nodded. "Daily makes it sound so desperate. I prefer to think of it as a recreational sport."

"Like scuba diving, but for men?"

"And I prefer not to equate it with oxygen tanks - that'd be my first sign I'm lookin' for the wrong kind of guy," Fran said pointedly. "I prefer my men to be able to breathe on their own!"

"Hallelujah to that, sister!" Giggling, Lois picked up her bottle of water and her purse. "I should head back, before a search party gets sent out for me, and I end up having to be heli-lifted back to the studios, but will you be here tomorrow?"

"Like clockwork, from 12 'til 1."

"Great. Would you mind if I come back and we can chat again?"

Fran smiled sweetly. "I'd like that - looks like this spring is gonna be another flop for men anyway, I might as well make a new friend."

"Wonderful," Lois said, sincerely. "I'll see you here tomorrow." Walking away, Lois turned back to Fran once more to wave goodbye.

As she was leaving, Fran looked her over in the typical female competition way. Lois was attractive - very attractive - with shoulder length blonde hair and stunning green eyes. Her skin was very fair alabaster, and she was very voluptuous. All in all, normally Fran would feel a degree of threatened by someone with her beauty, but she wasn't. For once, Fran could discern that this woman was different than the rest, and anyone who would fall for Lois, wouldn't be interested in Fran. This, Fran thought, could be the start of a wonderful friendship.

"Good luck with your assistant," Fran called after her, already kicking into Yenta mode.

2

Fran and Lois began meeting at the park several times a week. The worthwhile/single male population seemed down this spring, which although it was disappointing to Fran, wasn't as earth shattering as it might have been had she not made a new friend on the way. Instead, Fran felt fortunate enough to have someone to talk with outside of the house and who wasn't Val or her mother. Instead of having monosyllabic conversations, she was able to converse with another adult. Granted, sometimes the conversation left her realm of comfort, but Fran had realized that Lois didn't look down on her; this was the first friendship she had with someone that made her feel like a genuine adult.

Well, Fran thought, maybe this was the second person...Niles had always been wonderful to her, and never made her feel intentionally stupid. For a man of his brilliance, it would have been easy for him to make her feel inferior, but he never did.

The thought of her brilliant, handsome friend, and her new attractive studio-executive friend had started wheels spinning for Fran. Maybe love wouldn't bloom for her this spring, but maybe she could help her friends out on their way. What's more, one good deed doesn't go unnoticed and maybe someone out there would do the same for her.

"Do you think there's someone for everyone," Fran asked, wistfully.

"Most definitely. My someone, knowing my luck, is ship-wrecked on an island somewhere." Lois laughed. "Your someone is around, I'm sure."

Fran shrugged. "I'm glad you're sure, 'cause I'm not."

"What about your elusive Mr. Sheffield? He sounds dreamy." Using a word like dreamy wasn't really Lois' thing, but it seemed like the right way to describe the man of whom she had heard many interesting things. From the picture Fran painted, he was debonair, and passionate, as well as warm and giving. The only problem was that, again from what Fran had told her, he had a problem being all those things with her.

"I'm the nanny. There are some things that just mean trouble."

"Hardly! If he's that stuck up that a class distinction - a rather archaic one at that - is going to stop him from loving you, he's an idiot!"

Fran smiled. Maybe this was going better than she thought. "So you'd date someone who was... of a different class than you are?"

"Honey, do you have any clue how hard it is to find a man?" Lois looked at Fran, who was giving her a pointed 'duh' expression. "What was I thinking...? When a good one comes along, you've got to just grab him."

"And hope you don't get arrested!" Fran said with a mischievous wink.

"Ok, so maybe not literally grab him; sometimes I think you're out to get me in trouble," Lois teased. "What I mean is, if there's hope, why not try something a little different than you might normally?"

"Great. So, ya wanna go out on a date with my friend?"

Lois was blind-sided by the sudden change of direction. How did it become about her suddenly? "Excuse me?"

"My friend Niles. He's great! You'll love him. He's handsome, and well educated, and has a great accent."

"An accent? Is that all it takes to turn you on," Lois asked teasingly.

"Among other things. But Niles is like…Sir Lawrence Olivier with a duster." Fran laughed, unsure how to best 'sell' her friend.

"A duster?"

"He works for Mr. Sheffield as well – he's the butler," Fran said. She had certainly mentioned him over the course of their last few lunch hours in the park, but trying to remember everyone's name was likely quite difficult for poor Lois.

"Is he the would-be singer?"

"Yeah, and he's brilliant too!"

Lois thought it over for a second. After all, what did she have to lose? Then again, she thought, if it didn't work out with Niles, as per 100 of her romantic relationships so far, then what would happen to her blossoming friendship with Fran?

"Ya already said that 'class'," Fran said, making pretentious quotation marks in the air, "didn't matter." She hoped she wasn't too far off the mark on this one. Both Lois and Niles needed a little fun in their lives.

"I'm not worried about that," Lois mumbled. "Are you sure he's my type?"

Fran shrugged. "What's your type?"

"Stoic and handsome. He's got to have big hands, and a personality to boot. Oh, and he's got to be funny; I spend all day with boring men. For once I want to date a man who knows how to have a little fun. Ah, hell, who am I kidding? Alive is a great start in the right direction!" Lois looked off and around the park, wishing that for once someone, just anyone, would **seem** right for her. More than a decade of dating the wrong men had made her wonder if there was any hope left for her.

"Well, then it's perfect. Niles is everything you're looking for and a killer cook too! He definitely has a pulse," Fran said enticingly.

"If he's so great, why's he still single?" It wasn't that she didn't trust her new friend, she rationalized, but pessimism was as much a part of the dating world as was the obligatory nervousness.

"Why haven't **we** met our perfect men?" Fran hoped that Lois would at least give Niles a chance. This, she thought, had great potential for two of her friends, and if this didn't work, she wasn't sure what she'd do next.

"You're tricky," Lois remarked, though she could appreciate her friend's conniving ways.

"Oh, and here I thought I was just being my typical helpful self," Fran said innocently.

"Helpful? Ok, you keep telling yourself that you're not a big ol' Yenta, and I'll let you keep pretending. In the meantime, though, I have to go to work." Lois stood and adjusted her purse on her shoulder. "Do you think Niles is going to want to go out with me?"

"What makes you think I've not told him already?"

Lois laughed. "You haven't told him, I know you. You were feeling me out first."

"I'm an open book," Fran said dramatically. Her theatrics were endearing to most people, and for those who didn't enjoy them, she often found they distracted from her overall sense of self-doubt. Either way, she figured, it was win-win.

"So you'll call me and let me know what happens? I mean, assuming you decide to tell me before lunch tomorrow – I'm not sure I can stand the excitement of waiting for my perfect man to call me," Lois said sarcastically.

"Hardee-har-har…Just sit by your phone," Fran instructed, though the attempt at authoritarianism was lost when she laughed.

"Oh yeah, I'll do that," Lois said, before making her way back to the office. Sometimes the day only got stranger and stranger.

"Honey, I'm home," Fran said, hanging her light spring jacket up on the coat hook in the hall closet.

"Did you bring the mariachi band," Niles asked, appearing from around the corner, behind the winding staircase.

Fran looked at him, stunned and confused. "Huh?"

"I felt suddenly like I was on an episode of 'I Love Lucy'," he explained, smiling. "But I see you're all grins and giggles today, so kind of trouble are we in?"

Fran shrugged. "Trouble? None. Why'd you think that?"

"Because I can tell when you're suddenly about to make me your very own Ethel Mertz," he remarked casually. "And as much fun as I think we'd have stomping grapes together, I fear what you might actually have gotten us into now."

"Why must you always assume I got us into trouble? Maybe I'm just in a good mood, did you ever consider that?" Fran tried to be offended, but truth be told, she had gotten them into **something**…so what if it wasn't the kind of something he was expecting?

"There was a fleeting moment before you opened your mouth that day you arrived at the house selling make up – that day, I assumed you were really quite sweet and innocent. I've since learned that's oh-so-rarely the case," Niles joked. As much as he teased her, she was his best friend, and they spent most of their time thinking of ways to get into trouble.

"Well see if I ever try to do you a favor again," Fran complained. That's what she got for trying to set up her best friend with a beautiful, rich woman.

Niles eyed his friend suspiciously. "What kind of favor where you trying to do," he asked, slightly nervous of what answer she might provide him.

"Well, my friend Lois," Fran began.

"The woman you met in the park?"

"Yeah. She's wonderful Niles, and you know, she's still single, and you're single, and I thought maybe…" A sweet smile crossed her face. "I was thinking you'd be wonderful for each other."

"You're serious, aren't you?" Niles looked at his friend worriedly.

"Completely. She's interested in meeting you," Fran said, heading him off at the pass. If she let him think about it too much, it would likely blow up in all of their faces. "She thinks you sound like quite the catch."

Niles sighed. Dating was never priority one for him. Most women just didn't appeal much beyond the physical, in that they'd be beautiful, but then on a date they'd bore him silly. The demure behavior that most women shared with him, whether it was a show for their date, or their real personalities, was just not what he liked to think of as his 'style'. "You already talked to her about it?"

"Yes, and I think she's really interested. She'd be heartbroken if you decided not to go out with her." Laying on the guilt was an acquired skill, which she had learned from her mother and now the expertise was coming in remarkably handy.

"Is she boring?"

Fran shook her head. "You'll love her. She's smart, and funny, and she's got attitude…"

"So, you're sending me on a date with Sally Jessie Raphael?"

Fran laughed at the image. "She's **beautiful**," she assured him.

Niles nodded, finally conceding defeat. It seemed that waiting for the woman of his dreams hadn't done anything for him yet, except make him twenty years older and more bitter. If anything, waiting on that woman had driven him to near insanity on more than one occasion, and getting out there back into the world of dating might do him some good. Not that he was going to tell that to Fran, though. Still, even though he had never had more than a kiss and witty banter with CC, he felt like he was about to cheat on her; perhaps that was one more reason he had to do this.

"You won't regret this, Niles," Fran called back, as she ran up the stairs. "I'll make all the arrangements. All you have to do is show up."

Niles sighed. Why did he always let her get him into these things?

3

Niles felt strange asking Mr. Sheffield for a night off, but Fran assured him that she had already laid the groundwork, and the only real concern was getting Mr. Sheffield to give him the following morning off as well. Niles didn't laugh, but he had to admit that he didn't dislike Fran's optimism.

As he entered the office, he realized that _she_ was there, and it would be so much easier if she weren't. But who was he kidding? It was a business day and of course CC would be there; she worked there.

"Niles, I was wondering if you've finalized the menu for the banquet at the end of the month," Max asked, not even looking up from the papers he was studying.

"It's been finalized since last week, Sir, and the caterers are making a sample menu for you to try at the end of this week."

CC flipped the page of the script she was reading and then looked up. "I still can't believe you let _him_ choose the food, Maxwell. Knowing him, he'll think 'pigs in a blanket' are a suitable appetizer."

Glaring at her, Niles decided he might as well get one jab in. "Why not? They're ok to date but not to eat?"

CC opened her mouth to reply, but before she could, Maxwell was interrupting her.

"Would you two knock it off?" Looking at his butler and dear friend, Max wished that there could be some truce called. It seemed that CC and Niles spent more time insulting each other than working, and aside from the fact they were both his employees, he found it discouraging to constantly hear two such brilliant people insulting each other.

"She started it," Niles pointed out. "I merely came here to ask a question."

"Well, get on with it, Tidy Bowl, we've got work to do," CC said, before beginning to read the next page.

"I was wondering, Sir, if you would mind terribly if I took this evening off."

Max looked at his friend, somewhat shocked by the question. Niles _never_ took time off, let alone asked for evenings off.

"It would seem that Miss Fine has set me up on a blind date for this evening, and she said she'd cover me by taking the kids out to dinner." Niles found himself stepping from side to side, though as discretely as possible. This was not how he had intended to ask, but the pressure of CC sitting behind him had thrown him off his game.

"Ah, well, a blind date – that explains it; she hasn't seen you yet," CC quipped.

"CC," Maxwell warned. "Niles, I'm … surprised! But if you want to do this, then go ahead, and let me know how it goes," he said with a devilish grin.

"Thank you, Sir." Turning, he looked at CC sitting on the couch, and could tell she was trying not to look up at him.

Why were they playing this game after twenty years? Why were they still tiptoeing around each other? He had made his move, many years ago, and she had shot him down, and yet he still felt this undeniable connection to her. He still craved being near her, and more than anything he fought with her because that was his only way of coping with being so near to her. "Have a good night," he managed as he made his way to the door.

"You as well," Maxwell called after him. When his friend was gone from sight, Max took his glasses off and held them in his hand, smiling at the now-empty doorway.

"What?" CC looked at him, and noticed the cat-in-the-cream grin.

"I'm just thinking how wonderfully this could work out for him; I've not seen him go on a date in ages."

"It's a blind date," CC said coolly. "You can't seriously think this thing will work out well, can you?"

Maxwell shrugged. "Maybe it will be the push to get him back out into the dating world – not a bad thing, you know, CC."

CC cringed at the thought. It seemed that she and Niles had been doing the same dance for as long as they'd known each other, and the steps were getting somewhat predictable. This, however, was a new curve; he had never been the one to really do the 'dating' thing, and she had never had to watch from the sidelines before. If this was how it was going to be, she seriously debated the merits of finding herself a distraction, but the moment passed when she realized how much heartache dating usually brought, and she returned her attention to the script in her hands.

Niles couldn't believe he was going on a date, let alone with someone he had never met before. It was easier to think of this as a favor to Fran than to consider it with any degree of seriousness, he decided.

Walking through the doors of the restaurant, he hoped he hadn't chosen clothes too casual for the environment. It had been years since he had a real date, and the things he had lately were more what he'd call dinner with acquaintances. Still, looking around the restaurant, he realized that Fran had chosen well. The ambiance was set by low-lit candles and small torch-like fixtures on the walls, as well as deep reds and blues which lined the walls and tables.

As he approached the maitre-d', Niles hoped that he was the first to arrive so that he could somehow work up the courage for the evening. It wouldn't take much, he rationalized, but a good stiff drink would help him on his way to surviving the night. "Reservation under Fine, thank you."

The older man in the black suit nodded and checked something off in his book. "This way, Sir."

Niles felt out of place; he was well accustomed to posh events, and even the occasional party, but usually he was working them, not attending them. This restaurant was a nice enough venue that it made him wonder if everyone around him knew that he was just a lowly butler.

"Your table, Sir. Would you like me to have a drink sent over?"

Niles nodded. "May I get a scotch on the rocks, please," he asked calmly, appraising the room around him.

"Most definitely, Sir. When the lady arrives, I'll bring her over." He quickly enough disappeared back across the room, leaving Niles to consider the situation in which he found himself.

The table at which he was seated was at the back and tucked into an intimate corner. The lighting was slightly dimmer there, and he said a silent thank-you to whoever was making this evening start so well. Dim lighting, he reasoned, would be more flattering and the secluded table promised that if anything went very wrong over the course of the night, that he'd be able to maintain his pride in relative tact.

"Niles," he heard a soft and feminine voice ask. Looking up, he was stunned by the vision of beauty he saw. Wearing a long black dress with champagne-colored lace trimming the hem, she looked like something out of a magazine. She was curvy in all the right places, but still slim, with incredible soft features.

"Ye…yes," he managed, feeling like a complete moron. Suddenly his mind turned to that of a 12 year old, as his eyes wandered over the curves of her body.

"I'm Lois," she said sweetly, extending her hand to him. She was impressed – very impressed – by the man who sat at the table. He was obviously older, but very handsome, and he appeared to be in pretty good shape. The kindness of his smile made her feel instantly at ease, and more than a little smitten.

Niles accepted her hand. "It's a pleasure to meet you." Still unable to take his eyes away from the beautiful woman in front of him, Niles moved to pull the chair out for her.

"Fran didn't tell me you were so handsome," Lois said nervously, before realizing how stupid that must have sounded. "I mean she told me you were attractive, but…" She looked at his piercing blue eyes, and felt them staring at her; he had the most beautiful eyes she had ever seen.

"Fran is well accustomed to exaggerating," he began, "so I wasn't sure what to expect, but I assure you that she did you justice."

Lois blushed at the kindness of his words. "So, then you're not going to climb out the men's room window in a few minutes to escape me?"

"I think I'll stay," he said sweetly. He liked her pointed-truth, and the way she seemed just as insecure as he was. It was a refreshing change to not feel as if the date had started so badly that he'd have to make excuses, and better yet that he was already considering a second date.

"Wonderful. I'd like that." Lois smiled softly as she examined him, carefully noting that he had amazing broad shoulders, and from under his sweater she could see a well-shaped chest.

"So, Fran tells me you work for a television studio?" He was attempting idle chitchat, in the hopes he wouldn't stare at her as blatantly, but the minute her lips started to move, he became addicted to staring at those as well.

"I work at CBS," she said, as if it were as normal as saying she drove an imported car. Then again, in Manhattan, most of the people you'd fall upon were somehow involved in the 'industry'; needless to say, you didn't need six-degrees of separation to come upon someone who knew someone who was someone or something.

"Have you been there long?"

"Since I finished college," Lois replied. "So, about six years. I would have been out sooner, but I did a second degree," she explained.

Niles nearly choked. He knew that she was a lovely, young woman, but wasn't this a little much? She was virtually a child.

Lois noticed his sudden discomfort. "It's aged me at least a decade," she said in an attempt to console him. Fran hadn't given her an exact number on Niles' age, except that he was in his fifties, and although it would normally have been a big turn-off, this time it seemed to be the opposite. This date – being with Niles – was about doing something totally different, and she suspected he was approaching it the same way.

"Only a few more to catch up to me, then, I suppose," he said as calmly as he could muster, though he took a long swig of his drink which had arrived sometime soon after she had.

"I'm pretty sure I can catch you," Lois said, her voice more sultry than before. It wasn't just a game, she realized, but she really was attracted to this man.

"Oh, I don't doubt it," he replied, wondering what she was doing. She was flirting with him, after all. This very young, very beautiful, and very successful woman was **flirting** with him. The most endearing relationship he had ever had with a woman had involved verbally abusing each other day in and out for decades, and here was this youthful, incredible woman flirting with him. That, he decided, was definitely a change, and one with which he could grow quite accustomed.

"Ah, a man who knows when to surrender, hmmm?"

Niles smiled, and wondered if now was the right time to put up the white flag and pray that she was a kind-hearted captor.


	2. Chapters 2

4

Niles hummed as he put out the breakfast for the family. He hadn't gotten much sleep the night before, but it was nothing he was going to complain about. When Lois had asked him back to her flat for a drink, he knew that it wasn't just a simple beverage she was offering, and although he usually wasn't one to partake in night caps, he decided a little variety wouldn't hurt him.

It wasn't a one-night stand though, and he knew that from the moment she kissed him. **She** had kissed **him** and it made his heart beat faster just to think about it. Lois had backed him up against the wall and pressed herself against him and without a second thought, she had begun her exploration of his mouth. Oh, and what an exploration it was, he thought fondly.

The entire night had been more about the two of them having fun and being comfortable than anything else, and it had been revitalizing. Twenty years in the making, one night of passion with a beautiful woman definitely changed his outlook on life – it just wasn't the woman with whom he had expected to free all of these pent-up emotions.

There had been a fleeting moment when his thoughts had strayed to CC, and he wondered what she'd think of it all; she'd probably call him an old goat and tell him what an idiot he was for letting himself believe that Lois would be interested in him, but he wasn't worried about that. There was no doubt in his mind that Lois felt something for him, and whatever it might be, he knew it was better than what CC would be able to offer him. As much as a part of him wished it were his sparring partner there instead of Lois, he also knew that he'd already waited quite a while, and they were no closer to moving forward.

The thoughts of CC quickly disappeared when Lois began to unbutton his pants, and he was very quickly, uh, thrust, into the here-and-now.

Smiling, he poured glasses of orange juice for the children and Fran, and set the coffee decanter on the buffet stand. It had been a pretty exceptional night, and in the light of day there were no regrets that he could manage to think of. Lois and he had agreed to do dinner again, and maybe also breakfast again, and Niles had promised that next time he would cook for her; she had been intrigued by his culinary abilities, and asked him to model an apron for her. He only hoped that she wasn't expecting him to sport **just** the apron, or else he might injure himself on her stainless steel grill, he thought, chuckling.

"Someone's in a good mood this morning," Fran said, making her way into the dining room. She was unusually early to breakfast, but she wanted all the gossip and once the kids got there she knew there was no hope in hell in getting it out of him. Even now, with just the two of them, there was a slim chance that he wouldn't talk.

"Well, it's a lovely day outside, don't you think?" Niles wiggled his eyebrows suggestively.

"Funny thing," Fran began, before seeing Mr. Sheffield enter the room. Normally she would have let it stop her from continuing the conversation, but Niles was a mutual friend, and she was certain that it would get back to their boss eventually. "I went to your room around 11:30 last night to see how the date went, and you **still** weren't home. Where might you have been," Fran asked suspiciously.

"We went for a walk through Central Park after dinner," Niles said smoothly. It wasn't a lie, but it wasn't the whole truth. How much could he actually be expected to share?

"Hello, hello," CC beamed as she made her way into the dining room. She had a wonderful night the evening before, watching her favorite movies with Chester. It wasn't exactly the kind of night most people expected of CC Babcock, but every so often she just needed to relax, and that was how she felt most comfortable.

"Hi," Fran said before turning her attention back to Niles. "You took a walk through Central Park at night?" 

CC shook off the coolness; even Fran's indifference to her couldn't bring her down today.

Niles knew that he should have quit while he was ahead and avoided this conversation. "It was still daylight, almost," he explained.

"And then?"

"What? What's this all about?" CC looked at Niles, and then to Fran and Max who seemed to be giving him their rapt attention.

"Niles had a date last night; he's just fillin' us in," Fran explained, her eyes glued to her friend. "You betta keep explainin' Mr. or I'll make Mr. Sheffield beat it out of you!"

Niles laughed at the look in Fran's eyes. "You know, you could work for the FBI as a terrorist interrogator," he said before turning his attention towards filling Mr. Sheffield's cup with coffee.

"So you went for a walk, and then?"

"We went for ice cream," Niles said, feeling slightly embarrassed.

"Aw, how sweet – and then you took her to the carousel where you bought her cotton candy? Did she throw up on the ceramic horsie," CC asked, laughing. She had heard him say something to Fran about how much younger the woman was, and though she didn't know specifics, she felt it was as good a point to mock as any.

Niles fought the urge to tell her just how well Lois had rode the 'horsie' "It was really a nice date," he said, before returning to his work. He hadn't mustered the courage to look at CC. He felt like she could see through him and that somehow she knew that he had thought of her while he had been with Lois, no matter how fleetingly the thought had been there, or how little it meant on the greater scheme of things.

In the light of day, he was feeling a slight case of guiltiness, which he was trying to write off as twenty years of repressed feelings for someone completely unattainable. It was only natural, he hoped, that after two decades of lusting and longing for one woman, having sex with Lois would feel a little sinful.

"Must have been," Fran said, "seein' as you didn't come home last night."

CC's jaw dropped in shock. He didn't come home? He stayed out all night? He stayed with _her_ all night? It was their first date, wasn't it? He stayed out all night with a woman he just met? They'd known each other twenty years and…CC stopped herself; that was a road she wasn't willing to go down.

"You actually stayed out all night? I thought Miss Fine was just teasing you! Good work, Old Man," Max said, happy that Niles was finally doing something for himself. "And you made it home in time for breakfast," he pointed out.

"She dropped me off," Niles admitted, blushing. "Now, would you yentas like something to eat, or are you going to torture me all morning?"

CC still couldn't find any words. She was praying that a snippy remark of some sort would make its way to her, but it wasn't happening. It just wouldn't happen. It was all she could to keep from gasping when Fran told them that Niles hadn't come home, but now to find a coherent thought that didn't resemble jealousy was impossible.

"One last question…when's your next date?"

Niles placed a croissant in front of Fran. "Tonight. But I'm not going out until late, Sir. I'll be here for dinner."

"Another night of nookie, eh, Niles? Can't blame ya. Mr. Sheffield, you've got to meet Lois – she's beautiful." Fran bit into her croissant and smiled at the men who were staring at her. "You don't think I'd set Niles up with someone ugly, do you?"

For not the first time, CC wanted to reach across the table and strangle Nanny Fine. She could imagine her hands wrapping around the scrawny neck and pulling her across the table, but it wasn't like she could do anything about it. CC realized she had relatively few motor functions available to her; the shock must not have worn off for a few minutes, because when she finally regained the ability to shut her mouth, she realized the kids were already a good way through their breakfasts.

5

Niles was dusting the same spot on the end table as he had been for the last five minutes. Between Fran and Max squabbling over what the kids should be doing with their summer vacations and his mind drifting to the two women in his life who confused him more than anything else in the world, Niles had been quite unproductive so far. It wasn't the  
end of the world, he realized. The house was never dirty as much as what he did was upkeep; not progressing as fast as normal wouldn't be the end of the world. Meanwhile, having CC sitting only feet away, reading the newspaper and trying to ignore them all did very little to help him think more clearly.

"Niles, don't you agree that the kids are better off staying here with us?" Fran looked up to her friend, and smiled. Of anyone, he'd be on her side and right now she needed an ally.

"I don't know…does that mean I have to cook three meals a day, every day in the sweltering heat?" Niles attempted a pensive look, though keeping the smile off his face was proving difficult.

"We have central air, Old Man," Max reminded.

"I was thinking more of my tanning time," Niles quipped.

"Oh, well, then, let's fob them off on someone else to raise! We'd hate to see you all white and pasty all summer," Fran said sarcastically, her smiling betraying her tone.

"As long as we're in agreement," Niles said, winking.

CC was all too familiar with the mischievous tone of his voice, and she questioned if she should be paying attention to what he was saying. Usually he reserved that intonation for her, and it always sent shivers down her spine. Glancing up, she wondered if he had always looked as handsome as he did now, or if it was the threat of him being taken away that made him look so sexy.

"If you can come up with plans to keep them all busy while still here in the city, then they can stay, but I won't have them sitting home all summer staring out windows," Max said, finally. It was his idea of a compromise, and knowing Fran, she'd take him up on the offer. She always seemed to pull rabbits out of her hat at exactly the right time to amaze him.

"Now that the summer plans are settled," Fran began.

"No, no, now that the summer plans are being fine-tuned," Maxwell reminded her.

"Yes, fine-tuning. Exactly. Anyway, Niles, I hear that you're going out again tonight? Talk about smooth operator! When was the last night you spent at home?" It wasn't hard to see that her friends were enjoying themselves. Every time she went out with Lois, Fran would have to listen to the most astounding accounts of her adventures with Niles (minus the good bits, which Fran often felt cheated by being neglected) and when Niles came home, he'd often regale her with witty one-liners that Lois had used. It seemed like the perfect match, and Fran was none-too-pleased that she was the one responsible for it all.

"Well, I don't want to be a wallflower, now do I?"

"Only Fift…" Before Maxwell could finish the butler was giving him a death glare unparalleled by any he had ever seen before. "Only a few years of it, so far, right?"

"A few," CC chuckled. She was still stunned that he was going out again. It seemed to be a constant cycle around the Sheffield home as of late; Niles was either coming home from a date or leaving for one, and there were very few hours in between.

"You're makin' the most of it," Fran said, happily. "What are you two crazy kids up to tonight?"

"We were going to see a revival of Attack of the Killer Tomatoes'," Niles laughed, "but Lois' friends are having a dinner party and they wanted us to come along."

"Oooh, Niles, are you sure you wanna pass up a movie with Tomatoes attacking for a dinner party? If that doesn't sound dull, what does?" Fran teased. Sometimes she envied her friend for being so versatile. He could watch bad movies and make the experience remarkable, go to dinner with hoighty-toighty people and fit in perfectly, or he could  
sit with the kids on board game night and marvel at the real estate he collected during a particularly good game of Monopoly.

Niles shrugged. "We can always watch a b-grade movie after the party, if we want. Lois loves bad movies too � the worse they are, the happier she is."

"Small minds," CC mumbled, with absolutely no good spirit. Under regular circumstances, she'd be waiting for a quick zinger from him, or a one-off insult from which she would derive some pleasure, but this was different; this time, she actually being cruel to be cruel.

"It's no great surprise that bad things please her; she's going out with you, after all. If she set her standard too high, she'd be disappointed." Of course his pre-pubescent girlfriend would be thrilled by bad movies; she had barely moved out of the Barney' stage of movie watching.

Fran scowled at the comment, and hoped to see Niles crack even the smallest smile at the barb, but nothing came. Trying to put some distance between CC's comment and Nile's impending reply, Fran tried to think fast. "A dinner party? Anything good planned for the night, or just the same ol', same ol'?" Sipping from her water glass, Fran  
watched the frown appear on CC's face, and then turn into more of a grimace. If she didn't know any better, she'd think the woman was in pain.

"Dinner, gossiping, and just relaxing, I suspect." He had no idea what to really expect from a bunch of upper-level corporate broadcasters, except that it likely wouldn't be boring. If Lois' friends were at all like she was, he had hope that it would be a fun night of lots of jokes and stories.

"Aw, look, the Butler's going to play at the big boys' table for once you won't be setting it, eh Jeeves?" CC took another sip of her drink and wondered if there was enough alcohol in the world to make her feel as if things were going to be ok. It seemed that over the course of the past few weeks, she was consuming more alcohol than ever, and still not feeling the numbness it previously had brought to her so exquisitely.

Niles shrugged, wishing that this were like every other time they insulted each other. This time, it felt like they were playing for keeps; this felt like the definitive fight, even though to everyone else it must have seemed par for the course. He sure as hell wasn't getting any joy from this argument, and CC looked more angry than mischievous. "Every dog has their day, right Miss Babcock? After all, fifteen years after we hired you, we started letting you eat at the table with the family."

CC stuck out her tongue, a gesture that shocked everyone in the room. Even she had to admit that it wasn't her usual style, but for once she didn't care. It was all about appearances, she realized, and so far her concern hadn't gotten her anywhere but that much closer to heartbreak.

"And we're back to juvenile arguing," Maxwell pointed out, more than a little disappointed in his friends. "I've got work to do, not that you two aren't entertaining."

Picking up the tray that was sitting on the table, Niles quickly removed all the cups from the surrounding area and carried it to the kitchen. He couldn't help but cringe at the fighting between him and CC. It seemed that lately all they did was argue, and even for them, it was getting vicious.

He didn't want to fight with her. If he was honest with himself, all he really wanted to do was kiss her. Well, that wasn't all he wanted to do, but it would have been a sufficient start to the rest of what he wanted to do. Still, it didn't seem to be happening for them, and he wasn't sure that he could convince himself that she'd eventually come around. CC Babcock was, after all, the epitome of stubborn.

Had Niles stuck around the living room, he would have been quite surprised by Fran, who had taken the arguing between Niles and CC to heart.

"You're being horrible, ya know that?" Fran didn't know why she had stood by for so long and watched her friend get beaten down by a sliver of a woman, but suddenly she knew she had to put her foot down. There was, for the first time she had ever known of, a genuine possibility for Niles to be happy and that wasn't something Fran took lightly.

"Excuse me?" CC looked at the Nanny, mortified by the way she had spoken to her. Ready to explode into a tirade about the help not knowing their place in the home, CC stiffened, and took the defensive. She wasn't about to get beaten down by the nanny, of all people.

"You've had your chance to make your move, and you haven't. It's not his fault you think you're too good for him; that's your own stupidity. But don't make him miserable just cause you are." Fran wondered if she had lost it was it possible that she was about to tell CC Babcock where to shove her superior act?

"What makes you think that…?" CC tried to cover, but she didn't know quite what to say. She couldn't come up with anything. Of all the people she expected to call her on her feelings for Niles, she never imagined it would be Fran.

"If you really wanted Mr. Sheffield, you would have made a move. You're using him as a cover to be around Niles," Fran said. "I'm not as dumb as you think I am. You, however, are surprisingly dumb… a great guy like Niles comes around once every lifetime, and you let him slide by."

"I'm not interested in Niles," CC said, calmly. It was all she could do to keep from propelling herself at Fran. Did this woman not know when enough was enough? She just couldn't keep her nose out of her business, now could she?

"Are you saying that for my benefit or for yours," Fran asked, before leaving. If she stuck around, she feared it would turn into a hair-pulling, shoe-propelling fight, and as scrappy as she was, she wasn't sure she could take on an angry CC without being wounded somehow.

CC stood, stunned, watching the retreating figure. It was easy for Fran to say, she thought. It was easy to pretend that there was no good reason that she and Niles couldn't be together, but that was the help talking. That was the woman who had designs on her boss, and thought that most life lessons could be acquired though a twenty-two minute television show.

In reality, CC thought, there was no way she could let herself be that exposed as to fall in love with the help. It wouldn't be love anyway, she tried to convince herself. Love implied a long-term thing, and that was something she had a hard time imagining. She could easily see a few different scenarios of them passionately making love, but other than that, there were only glimpses at what she suspected could have been. Small gestures of love, like making breakfast in bed, or walking through Central Park together, struck her as brilliant ideas, but that wasn't them; he was a butler, and she was a socialite, and it would be impossible to explain to their friends, never mind her family.

6

"I hear your boss is having another big soirée" Lois said, casually, wondering if he'd invite her along. There was this aching feeling in the pit of her stomach that even though she didn't have a problem with him being a butler, he had some kind of problem with her being successful.

"Yet another excuse to get investors drunk and pry money from them," Niles said from his seat beside her on the couch. His hands casually stroked over her thighs as he leaned back and thought about the so-called soirée that she meant. These functions were hardly his favorite way to pass a night.

"Well, I have a pocketbook that someone might be able to pick," Lois pointed out offhandedly. "I'm always willing to invest in something if it might have a good return."

Smiling, Niles shook his head. "You really don't want to come." Why, after all, would she want to? It's a night of pompous Broadway-types talking about their greatest achievements (a task most successfully done in the past tense, with very little hope of a future tense) and drinking themselves into oblivion.

"Why wouldn't I? I'd like to watch you work, and I'd like to be able to sneak into the kitchen for … appetizers," she said seductively.

"You really want to come?" He was stunned. This was an unusual turn of events as far as he was concerned. It seemed like something so far out of the realm of probability that he had to wonder why she'd do it. To be near him? To see what the party would be like? To scout famous people?

"I do."

Feeling his resolve crumble, Niles thought for another minute. CC would be there at the party, of course, and the odds of him keeping Lois and CC apart for the evening were fairly slim. It could all blow up in his face, he realized, but he couldn't deny Lois if she wanted to attend. "Ok," he said, "but I think this means you owe me one."

"I don't like leaving my debt unpaid," Lois remarked, leaning nearer to him and pressing her lips against his.

"If this is how you repay debts, you must have one hell of a credit-rating," Niles laughed, seizing her lips with his.

The party kicked into full speed by 8:30, and people were everywhere. When Niles opened the door to Lois, however, everything seemed to stop. Standing there in the most remarkable red halter gown, she smiled, her incredible green eyes lighting up. "You look amazing in a tux," she said softly, passing her wrap to him.

"You look amazing," he replied, though barely coherently. "There's something about you when you wear red…" He looked around the room and when he was sufficiently pleased that there was no one looking, he planted a sensuous kiss on her lips.

"Well, if that's what the color red does to you, I'll have to wear it more often," she suggested.

Niles blushed, before taking her coat in one hand and leading her to the crowd. He was back on duty and had to remain as professional as possible, he tried to remind himself. "Should you need anything, you'll be able to find me somewhere between the front door and the kitchen, though with the way these things go, you might find me anywhere."

"So it's like "where's Waldo", except I'm looking for my incredibly handsome boyfriend?" Smirking, she watched as people flitted about the room, champagne flutes and wine glasses held tightly between their fingers.

"I will not, however, sport a red and white striped hat," Niles pointed out.

"Ah, a good thing to clarify, or else I could end up in bed with just about anyone." Lois laughed, noting the shocked expression on his face. "Yes, at the end of all of this, you're coming home with me, if you so choose, that is."

"We'll see what time I can kick all these leeches out," Niles grinned. The doorbell had impeccable timing, ringing and making itself known. "I've got to get back to work, or else I may never go back."

"Swing by later if you get a chance. I wouldn't mind a few minutes alone with you."

Niles winked. "Oh, I'll give you more than a few minutes."

Everything had been moving smoothly. The beverages were flowing quite effortlessly and the checks seemed to be writing themselves, almost. Everyone was having a good time, and other than Niles having to periodically beat people away from the piano, there were few incidences of Broadway 'one-up-manship' which often destroyed these kind of events.

In fact, everything seemed to be going perfectly.

"It's been a good night," Lois pointed out, leaning close to him.

"It really has, hasn't it? Have you been hit up for money yet?" Niles realized that she wasn't moving away from the spot she occupied directly beside him.

"By just about everyone in the room. Your boss hasn't though."

Niles said a silent prayer of thanks. If CC hadn't tried to hit her up for money, she likely didn't know who she was. "It's never a bad thing, if your wallet is still in tact when you leave."

Laughing, Lois pressed her body more firmly against his. "But I wanted to contribute. Now I'll just have to spend all my money on little gifts for you," she teased. "There was this great lace thing at Victoria Secret. It came in red, I think…"

Turning his head towards her, he seized her lips with his own, passionately kissing her. The idea that this woman, this perfect, sweet woman, could want him still astounded him. Someday, he'd wake up and find out it was a dream, but in the meanwhile, he wanted to enjoy every minute of it.

Across the room, CC had seen the display of affection and her stomach did flips. Why the hell was he kissing a beautiful, very young, blonde? She was stunning, and from what she guessed, she was very likely Lois.

The kiss lasted for longer than it should have, and CC scowled. Had he no respect for his boss' home? Did Niles not realize that at least in this environment, he was to act like a good servant, even if it was all an act? More than anything, CC thought, if he was going to kiss anyone with such ardent passion, it was supposed to be her. It was the game they'd been playing for years, and now some young beauty was going to come along and spoil the dynamic?

As a waiter passed by with a tray of beverages, CC grabbed a drink and slugged it back quickly, a hiss passing her lips as the amber fluid burned her throat. When she looked back up, Niles had disappeared, and Lois was looking about the room appreciatively. The smile on her face made CC's blood boil, and the thought of what had transpired just a moment earlier still rang fresh in her mind.

Making her way across the room, she knew it was a bad idea. CC could just feel how badly this had the potential to go, but she also knew that she had to meet the woman who was occupying so much of Niles' time. Research, she tried to tell herself, but it was a lost cause.

"Hi," CC said, steeling herself. "I'm CC Babcock."

"Lois Brennan," Lois said, extending her hand to the stranger. She had no clue as to who this woman was, but there was something about her that felt 'iffy'.

"I'm Maxwell's business partner," CC clarified, hurt that Niles had never mentioned her. Then again, they were 'arch enemies' and the likelihood of him ever thinking about her, let alone discussing her, outside of the mansion seemed slim to none.

"Ah, it's a pleasure to meet you," Lois smiled. "It's a wonderful party," she managed, attempting chit-chat.

"Thank you," CC grumbled, wondering what had possessed her to make her way across the room. "So, what brings you here this evening? I don't remember seeing your name on the guest list." Well, that was absolutely tactless, but all things considered, it might have gone worse, CC rationalized.

"I'm here with my date," Lois said calmly, wishing she had another drink in her hand, or someone to extract her from this rather odd conversation.

"Ah, and who would he be?" CC steeled herself for what was coming next. She didn't want to hear the words that were likely to come at her, but maybe this was what she needed. Maybe, somehow, this would be what she'd needed to get him out of her system, so to speak.

Lois smiled, setting her sights on Niles. "There he is. I suppose you know him already."

CC's eyes followed in the direction in which Lois was pointing and snickered. "You're dating Niles, huh? Well, no accounting for good taste." Uh, this game was killing her. All she wanted to do was pull out her check book and make an inappropriate offer to 'buy' Niles- an idea that struck her as rather genius and maniacal all at the same time.

"Excuse me?" Indignantly, Lois glared at CC. Who the hell did this woman think she was?

"He's a damn butler," CC pointed out. Those television execs were hardly bright-burning bulbs.

"Thanks for clarifying that; I thought he was just particularly helpful." Lois wasn't sure why she felt such burning animosity for the woman in front of her, especially since she barely knew her, but it was there, full force. "I can't imagine why he wouldn't like picking up after you and your ego."

"I'm just saying, can't a woman like you find a man?" Tactless, she knew. Hell, even CC had to admit that Lois was gorgeous, and if for no other reason that that, her presence was very stressful. The added anxiety she felt could only be attributed to the relationship she seemed to have with Niles – a man who, although he wasn't hers, wasn't exactly free.

Scowling, Lois didn't like what CC implied. "If you're questioning Niles' masculinity, then you're blind as well as stupid."

"No need to get nasty," CC said calmly, though there was an unfamiliar emotion bubbling through her, and controlling her thought processes. If Niles were here, he'd have a lovely smart-ass comment for her, but as it stood, she was on her own.

"Well, maybe you should stop offending me; it's not a very host-like thing to do." Sipping from her champagne glass, Lois looked around the room for her date.

"I likely wouldn't offend you if I didn't find you so offensive," CC muttered, watching as Lois located Niles and approached him. The way the woman's hand slipped into his, and the way he smiled when he turned to see her looking at him, made CC cringe. He wasn't supposed to look at Lois that way; that look was supposed to be reserved for her – for that moment right after he delivered a particularly good insult!

"CC, glad I found you," Maxwell said, before noticing how distant his business partner seemed. "Are you ok?"

"I'm fine, Maxwell, just nauseous. I seem to have had something that was bad," she complained, still looking at Lois, who was now virtually fondling Niles.

Obviously the attention of the blonde socialite wasn't lost on Lois, as she looked up and noticed that she had CC's unwavering attention. Mischievously, she leaned towards Nile's and whispered in his ears, causing a fierce blush to creep over his face.

CC glared, before taking another swig of her champagne. "Trollop," she grumbled, secretly feeling hollow. She could hear Maxwell mentioning something in the background, but her concerns were focused intently on where Lois' hands seemed to wander.


	3. Chapter 3

7

"Have you seen my glass of wine," Niles called into the living room. He loved Lois' loft-style apartment, which was all open concept and allowed him to be involved in the conversation even while he was preparing meals.

"On the coffee table, sweetheart," Lois called back as she held the glass above her head for him to see. "Would you like me to bring it to you?"

"Nah, I'm just about done here – I'll come and get it myself," Niles replied.

Fran laughed. "Jeez, in a month and a half, you guys have become the picture of domestic bliss." She enjoyed watching Niles putter around Lois' kitchen, and the way that he seemed perfectly comfortable.

"Well, hardly."

"Oh yeah? You ask her one more time if she watered your roses and I'll gag," Fran laughed. "She's been in here a dozen times, and each time it's just to give you a kiss and offer to help."

"So, she's helpful."

"She's hot for you."

Niles laughed. "You're so crude, you know?"

"I do. But you love it. And more important? You have me to blame for this." Fran batted her eyelashes sweetly, drawing a laugh from her friend.

Shaking his head, Niles picked up a basket of fresh baked bread, and placed it carefully on the table. "You know, sometimes you're a real troublemaker?"

"I am – it's an endearing quality," Fran assured him, stealing a piece of the fresh bread and biting into it.

The table had been set perfectly, and Niles made sure to keep all the glasses topped up. As much as he was 'off duty', he never really felt as if he were. There was this persistent nagging feeling that told him that he should make sure everyone has what they need and that everything was in order.

"This looks amazing," Lois commented, reaching for Niles' hand and giving it a gentle squeeze once she found it. "You've outdone yourself."

"I agree, old man, this looks fabulous," Max added, appraising the food set out over the table.

"If Ma were here, she'd be asking you to make a tin-foil swan out of the leftovers so she could take 'em home to daddy," Fran laughed.

"Aw shucks," Niles said, feigning bashfulness and making his friends burst out into laughter.

"I love when you put on that accent – the one that makes you sound like someone out of the Beverly Hillbillies," Fran added.

"I love everything about him," Lois said sweetly.

"Aww…" Now it was Fran and Max's turn to sigh. These two really were a sweet couple.

Raising her glass, Lois smiled. "If you don't mind, I'd like to make a toast." Everyone nodded their consent, and Lois smiled. "Max, Fran…I wanted you both here tonight because you're our closest friends. If it weren't for Fran, I would likely have never met Niles, and we all know how wonderfully that turned out. But that aside, I've also acquired two great friends, and if it weren't for Fran, I'd have no one to gossip with, no one to spend my lunch hours in the park with, and I'd certainly have no one to keep me up-to-date with all the antics family life can afford you. Max, you've been Niles' best friend for as long as he'd cared to mention, and I know that you've been like a little brother to him. You've really been a support system through out most of his life. I know this is sudden, but I just couldn't wait any more. I wanted you both here tonight when I ask this…" Turning to Niles, Lois' eyes lit up. She loved the way he looked at her, and the way he would always shy away a bit from her. "Niles, will you marry me?"

Fran gasped, and grabbed Max's hand. It was like being in a drama, she decided. It was like a daytime soap opera, but things were actually moving along; they wouldn't have to wait six months for his answer.

"How much have you had to drink, woman," Niles asked sweetly, stunned by the question. More than anything, he hoped she was pulling his leg. Sudden wasn't even a way to describe the proposal she just hurled (however nicely) at him.

"A rather unexceptional quantity," she assured him. "I don't need to be drunk to want to spend every night for the rest of my life with you."

There it was; that was the moment he knew she wasn't joking around anymore. "You're serious." It had come out more as a statement than as a question, and Niles wondered if his jaw hit the table like in old cartoons.

"I am. And this," she said, gesturing between them, "is a rather unconventional proposal, but I have the feeling that if I wait for you, I'll be waiting a long, **long** time."

Niles chuckled. If only she had any clue. "You're crazy."

"Is that a no?" Lois began to pout. She was certain he'd say yes, but that it might take him a minute to come to grips with what she asked him. It was rather out of the blue, but that didn't make her any less determined that it was the right decision.

Niles felt his head swimming. There were so many thoughts that came to mind, not the least of which was CC. What would happen if he married Lois? Not that he thought that there was a relationship to be had with CC, but he had always hoped – he had spent the better part of his life wanting to be near her, and now he was about to make a decision that would change that dynamic. Suddenly, he'd be taking himself away from everything he had ever loved. He wouldn't be able to stay with the Sheffields anymore; if anything he'd be the day butler, but somehow he even doubted that. He wouldn't see Miss Babcock day in and out, and he'd have almost no excuse to swing by randomly, except to visit on infrequent occasions.

He could feel Max and Fran's eyes boring holes into him as he considered the proposal. He wanted to say no, and excuse himself, but then another part of him realized that this would be his last opportunity. He wasn't getting any younger, and Lois really was an exceptional woman. "You're a crazy lady," he managed, before squeezing her hand. He meant to say no. He had intended to say no. But some how "Yes," had managed to cross his lips, and the next thing he knew people were jumping up and embracing him. Arms were being flung around him, lips pressed against his, and suddenly, he was engaged.

8

"Good morning," Fran greeted.

"Yeah, something like that," CC mumbled. She was experiencing a hangover unlike any she had ever had, and she wasn't even sure why. The night before had started with one drink, then another, and suddenly before she had known why or what, she had consumed a rather substantial amount of liquor.

"So chipper, eh Miss Babcock?"

CC managed to hold back a sarcastic retort, instead opting to look at her watch and then back to the sheets she held in her hands.

"Mr. Sheffield, I was hoping I could kidnap Niles for a while, if you don't mind?" Fran couldn't contain her obvious excitement. "Just for a few hours, if that's ok. I'd like to go and get back before the kids get home."

Smiling, Max nodded. "I'm sure he could use a hand making the preparations, certainly."

"I can't believe we have a wedding to plan," Fran said, overjoyed. Crossing her legs as she slid up on top of the corner of Max's desk, she was surprised that he didn't seem more excited.

"A wedding?" CC scowled. "What wedding? Who's?"

"Niles'! Lois proposed to him last night over dinner. Oy, it was so romantic, and the way she did it… Everything was so magical," Fran said, whimsically.

"**She** proposed to **him**?" CC sat stunned, praying she had misheard.

"Yeah, and he accepted. It was like something out of a fairytale," Fran gushed. "I can't believe how one minute we were serving our salad and the next, she was taking his hand in hers and asking him to marry her."

"It was quite the sight," Max said, joining the conversation.

"He said yes?" CC wondered if her heart was about to beat through her chest. Her mouth became suddenly very dry and she hoped that the spinning sensation she was feeling wasn't going to make her pass out.

"He did," Max said , obviously proud and happy for his friend. "They're going to get married next month in a small wedding. I think we're holding it here," he added.

CC's fists clenched at her side, the seat she had taken on the green leather sofa suddenly seeming much less comfortable than she remembered. She needed to find her footing somehow; there had to be a way that she could bring herself back to earth without strangling Nanny Fine. It was, after all, all her fault; the damn glorified maid was the one who brought that Lois character into their lives.

"Well, certainly this is all so sudden. He can't really be marrying someone he's known for such a short amount of time," CC said, hoping to get at least one of them on her side. If she could get them to agree with her, maybe they'd stop him from making the biggest mistake of his life.

"There's no reason to wait," Fran said, narrowing her eyes and glaring at the blond.

"When true love comes calling," Max added, "you should just seize it, and make the most of it."

Fran scowled at him. "You and I, mister, are gonna have a good talk when I get back from shopping with Niles. In the meantime, I want you to consider what you're going to wear; the best man has to look pretty spiffy."

CC made a face. Too much more of this saccharinely sweet display and she might gag. "Are you in the wedding party, Nanny Fine?"

"I'm the maid of honor," Fran beamed. "I can't wait to go shopping for our dresses. Lois said she'd let me pick the color."

"God help her," CC said, "because she just signed a deal with the devil. I hope she likes fuchsia." Her stomach was rolling and churning as she thought about Niles, her Niles, marrying another woman. It wasn't as if she had a stake in him, and it wasn't as if she had ever really intended to act on those feelings she had, but somewhere, somehow, she was feeling more than a little hurt. There was something about Niles finding his 'happily ever after' with someone other than her that was wounding. "I'm going to get a cup of tea," CC said, extricating herself from the room. She couldn't listen to them rave about how great Lois was, or how happy Niles would be. For now, she just wanted to wallow in self-pity and a fifth of scotch.

Making her way to the kitchen, she was still in a state of horrified shock. It never crossed her mind that she'd be walking into the man himself; the man who just pulled the carpet out from under her.

CC resorted to the only thing she could think of: hostility. "You're getting married, huh, Tidy Bowl?" Seeing the expression on his face only made her more bitter – he wore a mixture of pride and love and it suited him. She had never seen him look so sexy.

"3 weeks," Niles said sheepishly.

"So soon? Afraid she'll realized what a mistake she's making?"

CC didn't know how near to being right she actually was, but Niles had no intentions of telling her. When Lois had proposed, he'd almost said no, and he had fully intended to decline the offer. If it weren't for a little voice reminding him that this was quite likely his last chance at happiness, he might well be in a different place altogether. "Something like that," Niles agreed. There was no real reason to drag this conversation out.

Surprised that he hadn't replied with a smart-ass remark, she wondered if this was the end of their relationship as they had known and enjoyed it for almost two decades. Of course, there really wasn't a relationship, per se, but there was **something** between them. "Three weeks…"

Niles nodded. "Will you be attending?" He hoped she'd say no. He wasn't sure his resolve would hold out if he had to look into CC's eyes while Lois made her way down a makeshift aisle.

"I didn't know I was invited," CC said, wishing she wasn't. When the minister got to the part about anyone having any objections, she wasn't sure she'd make it through without making an ass of herself. She always wondered what those buffoons who objected were thinking, but at that moment, she could sympathize. It would be like watching your world walk away from you, knowing that it would never come back.

"Well, of course you are," Niles said sweetly, before realizing that he couldn't be too nice to her, for fear of losing all sense of objectiveness. He couldn't handle being too near or too civil with her because that's when she broke down his defenses. "Every wedding needs an old hag to remind the single guests that the expense is worth it." He instantly felt horrible, knowing that his words were exceptionally cruel. He'd only said it as a defense mechanism, but she didn't know that.

CC seemed unfazed by his comment. "Well, Noel is coming in to town, but as long as it doesn't interfere with that, I suppose I'll be there."

"You may bring him along, if you'd like. It'd be nice for you to have someone to sit with," Niles said generously, still feeling guilty for his comment.

CC cringed, thinking that he just ruined a perfectly good excuse, and now she'd be hard pressed to find a reason as to why she shouldn't go. "Well, then I'll be there," she said, feeling her heart drop.

"Great," Niles picked up his sponge and continued to sponge off the counter. Noticing that she hadn't moved, Niles looked back up at her. Damn, she was sexy. "I'm sorry, Miss Babcock, was there something I can do for you?"

He couldn't make out her mumbled reply, or at least he didn't think he could. He would have sworn she said 'Don't marry Lois,' before she retreated back out the door towards the living room.

9

Niles had made an early night of it. For a Friday, he was surprised by how most of the family had insisted on staying in, which had ruined his plan to spend the night in front of the TV drinking a bottle of wine and basking in his own self-pity and self-loathing.

When everyone decided to watch a movie, Niles politely excused himself to his room, and explained that he had a headache. It was a lame excuse, but as good as any, he figured. It was unlikely anyone would bother him if he was feeling under the weather, and his pity-party would be able to go off without a hitch.

Settling in to bed, he took stock of his evening. Lois had called from San Francisco to tell him that she missed him. She reminded him that there was still time for him to catch a flight to make the most of their weekend, but he politely declined, citing wedding plans and obligations with the 'family'.

"It's not the same without you," she said. "It's less fun."

Niles laughed and thought about all the times he had that same thought about another woman – one who had driven him to the bar at a party more than once, but had always made him feel alive. "But you'll get to flirt with all those handsome men," he reminded her.

"But the one I want in my bed tonight is on the other side of the country."

Niles felt guilty. The phone call continued on much the same lines: Lois kept telling him how much she missed him, and how sad she was to be there by herself, and he kept trying to find the silver lining. When she told him that she loved him at the end of the conversation, his heart sank. He couldn't quite bring himself to say the words, so instead he offered a soft-spoken "and I, you."

When he hung up, he wondered if he was doing himself a favor by accepting the proposal, or if he was actually dooming himself. In his heart of hearts, he knew he was viciously conflicted. The voice that had said 'no' when she proposed had been his own, but it hadn't presented logic. What had made him say yes was a mixture between fear and resignation, and Niles knew that was no way to walk into a marriage. It wasn't fair to either of them.

As much as he loved Lois, he didn't love her – it was different. There wasn't that passionate 'I-need-you-to-be-able-to-breathe' emotion attached to it, but more of a friendly kind of sentiment. He liked being with her, and he liked spending time with her; she made him feel young and handsome, and she knew how to make him relax, but was that a solid basis for a relationship? Shouldn't his heart patter faster at the mere mention of her name? Was he being too wishful?

The little that he did know was that a minute shouldn't pass without him thinking about the gorgeous young blonde who had given herself to him, mind, body and spirit. The truth was that there wasn't a minute that passed that he didn't think about how he'd spent the past almost twenty years thinking about someone else, and how suddenly he had made a trade-in.

"Oh, CC, if you only knew I existed, you'd understand how much I love you," he mumbled, realizing that it was the first time he had given breath to those words. It shot through him like a knife, and suddenly there was a whole new emptiness and guilt.

Niles knew that the feelings he had for Lois were mere cheap imitations of those he had for CC and even though he knew his love was unrequited, it was love. What he felt for Lois was adoration – he knew that she was a wonderful woman, with great intentions and a passionate heart, and he suddenly felt like a cad. The realization that there was someone else he loved, and that someone had a name, upset him. Up until that moment, Niles had always written off the emotions as different, but now he knew why.

Mentally berating himself for being such a fool to fall for a socialite who was, at the very least, way out of his league, he knew what he had to do. He couldn't go through with the marriage to Lois, and he couldn't spend another minute telling himself that the scathing verbal warfare that passed between him and CC was just contempt.

There had been twenty years of knowing her, and probably just as many loving her, in his own way. At some points he wanted to strangle her, but those were the moments that every 'relationship' had, he expected, and in the end he still found her dazzling and breathtaking. There wasn't a thing about CC he'd change, if given the chance. Even her socialite-elitist ways were endearing, if she would open her scope enough to allow him on the scene.

Closing his eyes, Niles hoped that daylight would bring him some clarity. He suddenly knew what he had to do and only two days to figure out how.


	4. Chapter 4

10

Lois called when she landed, and asked if she could meet him. Before Niles could even get a word in edgewise, the doorbell rang, and his fiancée was flinging her arms around him and pressing her lips against his.

"I've missed you," she said, pouting. "It really did suck without you there."

Niles laughed. "You called from the limo, then?"

"I called from the front steps," she clarified. "I just wanted to make sure you'd be the one to open the door."

"Or else Mr. Sheffield would have had one hell of a greeting," Niles laughed, already feeling an overwhelming wash of guilt.

"There was a method to my madness, I assure you."

Niles nodded, before taking her jacket and hanging it up. He thought he'd have more time to put his plan to action, but apparently not. Still, he'd promised himself he'd do it the first time they'd met up when she returned from her trip, and the moment had arrived. "Why don't you come in? Everyone went out for dinner and to a movie, so we've got the house to ourselves."

Lois grinned mischievously. "Well, if we have the whole house to ourselves, why don't we…"

Before she could finish the statement, Niles led her to the couch, and sat down beside her. "Would you like a beverage?" He tried to keep his voice level, though there was no hiding that he was nervous. Try as he might, he couldn't stop his hands from shaking. This was, conceivably, the hardest thing he had ever had to do. Quickly pouring two healthy shots of scotch into heavy crystal tumblers, he handed one to Lois, and took the other for himself. He didn't even take a moment to savor the liquid, instead drinking it all in one long gulp.

"I'd like to know what's got you so edgy." Stroking his cheek, she looked into his eyes. Something was wrong, and she knew it.

"Well, I've been doing a lot of thinking, while you were away," Niles said, taking a breath and hoping that his courage would see him through. Had he more time before she arrived, he might have taken a shot of scotch to calm his nerves, but now he was flying without a net.

"Uh oh…Thinking about the wedding? Because I promise, things will get under control as soon as we fix the whole mess with the caterer," she assured him. At the moment, she was praying that it would be that simple, because the look on his face was telling her that it wouldn't be.

"It's not about the wedding," he began, but then he realized he had already fumbled. "Well, it is about the wedding, but it's not about… It's about me."

"Uh oh...Should I be worried?"

Niles shrugged. "I'm not sure how I feel right now--this is much more difficult than I would have ever imagined, not that I expected it to be easy…"

"What is 'this'?"

"I realized that … we can't get married. I can't marry you." Niles watched as her expression fell, and he knew he hurt her.

"You can't marry me?" Swallowing hard, Lois tried to remain still, and tried not to let her emotions overwhelm her.

"You see, the problem is this: you remind me of someone I once loved. Or maybe I still love her. It's all irrelevant though, because the point is, even if it's not love, it is deep affection and it's really..." Niles knew he was rambling, but this was an awkward situation. He never thought he could be so taken by someone who barely even knew he was alive, but now he was turning down someone who had very openly confessed her love for him. Life was funny sometimes, he realized. "I can't give you what you want or deserve." Tears formed in his eyes, and for once it seemed like he was making the wrong decision. No matter, he thought, because he was already a good way down a long road in a direction away from Lois, and turning back now wasn't an option.

"Who?" Lois tried not to cry, but it was all too much. She had all but given up on falling in love, and then she met him. He changed her life, and now he was walking away.

"It doesn't really matter, does it? I mean, all that matters is..." Niles realized how cruel what he was about to say sounded. 'It's not you I love...'

"It isn't me. That's what you wanted to say, right?"

Taking her hand in his, Niles sighed. "I do love you, but not like I'm supposed to; I love you like a friend - a best friend. I just don't think you're the person I'm meant to marry."

"And she is?"

"No, she's probably not either. But that doesn't change how I feel." He tried to think rationally, but if he was being honest with himself, he knew that he was just reverting back to the life he had before he met Lois. "I've had the most incredible time with you, these past two months. You've been the best thing to happen to me in a long time."

"But we can't give this a shot? We can't postpone the wedding and see if you come to love me like you love her?" Now it was her turn to be irrational, she thought. It was her turn to wonder what could be, and what it would be like to have little ones in their likeness running around.

"I've felt like this for the better part of twenty years, and I don't think it's going to change now," he confessed, for the first time ever sharing the way he felt for the woman in the room down the hall.

"Twenty years?"

"Most of your life," Niles laughed shyly. "But we've never made a go of it, nor will we ever. I just can't do that to you, though. Don't you see why it wouldn't work for us?"

Nodding, Lois tried to find words. She should be bitter and angry, she knew, but something inside of her was telling her that she was thankful. It wasn't that it didn't hurt, because at that moment she was feeling more sadness and emptiness than she had ever felt, but she also understood what was happening and why. She understood what Niles was feeling; she herself had said that everyone had his or her someone, and if he weren't it, then whoever it was would have one hell of an act to follow. "Can I still drag you around to parties? People love you - I love you. I'd understand if you said no, but I would like to have you in my life, if not in my bed."

Niles nodded. "I don't want to lose you over something so silly as breaking off our engagement," he said, with a small smile.

"As long as I get to keep the cat." Lois thought for a moment; things were much too serious, and if they continued with all of the heavy conversations, she might not survive the night without exploding.

"We didn't have a cat," Niles pointed out.

"Oh, well...Um, I'll keep the apartment?"

"Seems only fair - it was **your** apartment." He grinned. "You're one of a kind, you know? Here I am, being the biggest idiot ever, and you're taking it like a pro."

"I'm good at rejection," she offered, though the bitterness one would expect with such a statement wasn't there.

"You're a classy woman, Lois Brennan." Squeezing her hand, he meant every word of it. There was no one he could think of that would have taken one in the chin quite like that and stayed standing.

"I like your theory better." Standing, she looked down on her ex-fiancé. "I'm gonna miss you, you know."

"I'm going to miss you too - but this isn't goodbye, so don't get all sappy on me. We still have dinner parties and events to attend, and I need someone to go with me to see all those horrible movies that keep coming out."

"And I'll need someone to come with me to buy me a cat. I was used to having something warm to sleep beside at night," she said sweetly. "My luck, the cat will propel itself off my balcony into Time Square, but it's worth a shot."

"Take care, Lois," Niles said, walking her to the door. "And don't be a stranger, please?" The request had used all of his strength to not cry. It had only been two months, but they were the most exciting and happiest two months he had ever had.

"I will. Be good to yourself, and if that woman doesn't come around, tell me who she is, and I'll beat the hell out of her for breaking a perfectly good guy."

Niles laughed; Lois would probably follow through on that. She was tough-as-nails, and had a heart of gold. What the hell was he thinking? "I might take you up on that."

As Lois disappeared down the steps, Niles wondered if he had made the wrong decision. Waiting for CC was like waiting for rain in the desert, and he had spent twenty years drinking the sand. "Goodbye, dear woman," he whispered as she hailed a cab and climbed in. Only when the cab made its way around the corner did he close the door, and closed that chapter on his life.

11

Niles locked the door behind him. All of his demons were on the inside of the house anyway, he thought, but it seemed that he didn't need to invite in anymore trouble from outside. A further complication was the last thing he needed.

As he made his way through the living room, he realized it still smelled like her perfume, and the glasses they had been drinking from were resting on the coasters on the end table. When did he lose his mind, he wondered. He had just forgone the only chance of happiness he'd likely ever have for someone who didn't know he existed, and to make matters worse, now he had to look at her every day for likely the rest of his life. "I'm a schmuck," he whispered, as he picked up the glasses from the table and made his way back into the kitchen.

"What are you still doing up," he asked, none-too-politely.

"I had a craving for mint-chip ice cream with whipped cream," Fran said mischievously. She hadn't intended to get caught but obviously that plan was spoiled.

"Ah. Well, just toss all the dishes in the sink; I'll do them in the morning." Emptying the contents of the glass in his hand, Niles watched the water swirl hopelessly in the sink before being pulled down the drain.

"Why so glum, sugarplum? Did Lois tell you her plans for the wedding song? I know, I know, it's a little untraditional, but why not?" Fran was ready to break into a tangent about the songs Lois and she had thought their way through when Niles cut her off.

"I broke up with Lois," he said, giving breath to the words he wanted to speak least of all.

"You broke up with her?"

"I had to. It wasn't right," he said quietly. "I couldn't string her along."

"Now you're starting to sound like Mr. Sheffield, and that worries me."

"I didn't mean to string her along, but I just didn't love her like I should," Niles admitted. "I loved her, but not as a man should love a woman he's going to marry. There's a difference, you know."

Fran nodded. She had left Danny, and that had all worked out for the better, but this was a totally different circumstance. Danny was a schmo, and Lois was a stunning businesswoman who was head-over-heals in love with her best friend. They had been the perfect couple, Niles and Lois, and now they were...what were they now? Would they all remain friends? Would they still picnic in the park, and make jokes about the passerbys? "How'd she take it?"

"Amazingly well," he admitted. "I think it hurt her more than she would admit, but she didn't let on about it. I'm going to send her flowers tomorrow, and a bottle of her favorite wine. It hardly makes up for what I've done, but it's a start."

"It's something, I guess..." Fran thought about calling Lois and seeing how she really was. If it had been Fran instead, she probably wouldn't have taken it very well, but then again, Lois was also very pragmatic; it was one of the things that made her so perfect for Niles.

"Little things count for a lot, you know."

"Sometimes. Sometimes they're just little things," Fran rationalized.

"I'm in love with someone else. I loved Lois, but I wasn't in love with her. That sounds stupid, right?"

"You're in love with someone else? Who?" Fran practically leapt forward, her ice cream suddenly not even a secondary concern.

"No one worth mentioning," he said sadly. There really wasn't much point to telling her the whole story when nothing would ever change.

"Does she know you love her?"

He laughed, and wondered what kind of sadistic torture she'd subject him to, if only she knew how he felt. "No, most definitely not, and it's going to stay that way."

"You should tell her," Fran said honestly. If nothing else, he had as much a right as anyone else to have a happy ending to his story, and if this other person would be the one to give it to Niles, then he had to talk to her.

"I should, but it wouldn't make a difference," he said quietly.

They lapsed into a calm silence, though they were both reeling from the weight of the night's revelations. Finally, after a few minutes, Fran stopped shoveling ice cream into her mouth and sighed. "I can't believe you called off the engagement, I guess it is better that the invitations hadn't gone out yet."

"It is, but it's still hard. I've yet to tell Mr. Sheffield, and I'm not sure how to go about it. This is all very...new to me."

"Breaking up a wedding?"

"It's not like I stormed a church on a wedding day - I called off an engagement. My God, woman, you make it sound like I've pulled some daring feat!"

Fran smiled. "If this were my family, you would be lucky to escape with your life," she laughed, trying to console her friend.

12

CC scrambled about the office, trying to pull together all the necessary papers. It was Monday afternoon, and if she hurried, she might be able to escape before Niles made it home from his shopping excursion. So far, she had managed the better part of the day without speaking to him, and if she were lucky, she'd make it out without a run-in.

"Mr. Sheffield, have you seen Niles," Fran said, storming into the office.

CC cringed at the nasal intrusion. She was so deep in concentration trying to get everything organized that the shock had caused her to drop most of what she was doing. Papers were now scattered everywhere on the floor. "Nanny Fine, have you ever heard of knocking?"

"Yeah, but the door was open. Maybe you should up your nerve pills or somethin'? You're too jumpy." Turning her attention back to Max, she sighed and rolled her eyes. "So?"

"So, what?"

"So, have you seen Niles?"

Max shook his head. "I've not seen him since this morning, but he did promise he'd be back in time for dinner. He was really quite upset."

"Well, what do you expect? The engagement is off, and now everything is in shambles." 

CC perked up. The wedding was off? Surely she couldn't have heard them correctly.

"Things seemed to be going so well for them," Max added, taking his glasses off and rubbing his nose with his other hand.

"I just can't believe it's all over so soon. They were perfect for each other." Wringing her hands, Fran shrugged. "I'm gonna go rent a movie for tonight; maybe if we keep him distracted he won't feel so bad."

"Just don't get anything sappy and romantic," Max warned. "If he starts crying on my shoulder, I'll blame you."

Listening to them, for once she wasn't annoyed at Nanny Fine and her incessant interruptions. Niles' engagement was called off? He was heartbroken? So the little trollop finally did come to her senses, eh?

CC grinned and took her time putting the last of the files back together. This, she thought, was turning out to be a good day after all.

It wasn't long before she heard the back door open, and CC looked up from her cup of tea. A little after four o'clock, she had made her way into the kitchen and sat down with a pot of tea. He would be home soon, she figured, and she wanted to see his misery first hand. Not that she wanted to see him miserable, she rationalized, as much as she wanted to see his state of heartbreak for herself. Seeing him was just going to cement the truth in her mind: if he and Lois had broken up, she'd be able to tell just by his demeanor, and from that she'd have to make her next decision. Seeing was, after all, believing.

"Miss Babcock, what are you doing here?" Niles tried not to look too stunned, but he couldn't help to think it was quite miraculous. He had been thinking about her all day, and suddenly there she was.

"I'm having a cup of tea. Of course, I had to make it myself because you were no where to be seen."

Shrugging, Niles put down the bags he had carried in and began carefully placing their contents in the fridge and cupboards.

No comment, CC wondered. He really was hard up. "I still haven't received my invitation to the wedding," she said, more pointedly. She didn't want him to know that she was already aware of the cancelled nuptials, but at the same time, she wanted it out in the open.

"Well, I don't suppose you'll be receiving one now," he said coolly, trying not to look up at her.

"You've decided to elope and get married in the Hunk-a-Hunk-of-Burning-Love chapel in Vegas, as fitting with your relationship?" Watching carefully, she was almost certain she saw him flinch at her statement. Why couldn't she be a normal person and treat him like someone with a soul? She cringed at the thought, realizing that if she was too kind to him, her only way of being near him would be to hold him, and that would lead to…more than she was comfortable with.

"The wedding is off." The words were blunt, but his eyes never left the bag of groceries.

"So, she finally realized how old and decrepit you are," CC grinned, thrilled at this new development. It was true that the engagement was off, and suddenly a thousand-pound weight had been lifted from her shoulders.

Niles just ignored her. It was easier than trying to lie to her, and he certainly didn't have any witty banter available to him; he couldn't think clearly enough to pull out any of the insults he so frequently employed.

"Or did you have a hard time…you know, pleasing her. She was very young – maybe she had high expectations that you couldn't meet?" Sipping her tea, CC felt right for the first time since she'd heard mention of that Lois character. Still, she wished she could be a little more civil towards him, without the fear of her actions.

"Miss Babcock, please," Niles pleaded. He continued to sort the shelves of the fridge, hoping that she'd disappear before he snapped. He was still feeling very raw about the whole situation.

"Come on Hazel; just tell me why she dumped you. It's like Christmas came early this year!" Surprised that he was being so quiet, she wondered what he was thinking. She was certain that it couldn't be bothering him that much; Lois was a flash in the pan, so to speak. He couldn't have actually loved her, could he?

"I broke up with her," he said quietly. Everything still seemed so surreal; less than 72 hours before, his life seemed perfectly on track. Now, he felt like his life was back on pause with nothing but doubt and uncertainty on the scene.

CC tried to bite back a squeal of joy at his admission. He **didn't** love Lois, and although she knew that she shouldn't derive so much pleasure from that tidbit of information, the realization made her giddy. CC justified it as a 'misery-loves-company' kind of mentality.

"Well, once an old maid, always an old maid," CC said with glee. It wasn't until a full minute past without a smart-ass reply from Niles that she realized just how hard up he really was.


	5. Chapter 5

13

Niles wasn't sure what had drawn him to this particular bar, but it was out of the way and a place where he could feel anonymous and if nothing else, that anonymity gave him a sense of security. More likely than not, he had strolled past CC's building at least four times before deciding that it was better that he keep on walking. The doorman had begun to eye him suspiciously and the possibility of being arrested was increasing with each passing moment.

As he rounded the corner, there was a dim-lit bar with music cascading out the front door. The blue glow and the twang of an old blues guitar lured him in, promising a classic country music atmosphere. Bluegrass would probably fit in pretty well with his state of mind, he reasoned.

The Watering Hole wasn't quite as trashy as it had first appeared, and though it did have a whole cowboy theme strewn about its walls as if an old western exploded, it wasn't nearly as overboard as he had expected. He was half-relieved to see a spattering of young people, as well as a few 'over-forties' crowding the bar, and there weren't any passed out 'cowboys' to be seen.

The bartender kept calling him Partner, which had irritated him for the first hour of his visit. Niles' way of getting past the frustration was to drown his sorrows and after a few more drinks, he didn't care what he was called. His request to keep his glass permanently filled topped up hadn't fallen on deaf ears, and now there was a constantly present amber liquid from which he could seek solace. Being called 'Partner', after all, was the least of his problems.

It wasn't so remarkable, he thought, that he was passing an evening at a bar. People do it all the time, he told himself. But Niles wasn't that kind of person. He hadn't been one to frequent bars, even in his youth, and as an adult he had been the perpetually professional kind of man – a lifestyle that hadn't left a lot of room for fun-loving nights on the town.

As the crowd thickened around 9 o'clock, Niles watched the people stroll in. Many had come in with their girlfriends, and there were a few with very obvious wedding bands. That could have been him, he thought. But he shook the thought off as easily as it came. Getting married just to get married wasn't something he could do; he wanted everything to be perfect. He wanted to marry the right person, and make it last forever.

Taking another swig of his drink, he sighed. His 'right person' barely knew he existed, and worse yet was that even if she did know of his affections, she'd want nothing to do with him.

He vaguely noticed a woman sitting down beside him, blonde hair cascading over her shoulders, and a smart black business suit conforming to her curves. From where he was sitting, he looked an awful lot like CC, and his heart leapt into his throat. An entire fantasy world of his own creation entered his mind as he thought about what it would be like to be out with her, to have her beside him and ordering drinks.

Would she joke around and make fun of him while they took their shots of booze?

When he asked her to dance, would she laugh at him before she led him to the dance floor?

What would they be like as a couple?

Would they stumble home at closing time and fall onto the bed in fits of giggles before wrapping themselves around one another?

In his dream world, all that really mattered was that she was there beside him. Niles loved that her mere presence had made the daydream just right, and somehow even if they were fighting it would have been picture perfect.

When they fought, CC stiffened her stance and she'd stare him down, her eyes trained on him. There wasn't a moment that she didn't look like a goddess. The flush that came to her skin when he had managed a particularly good insult, or the way she would laugh when she got her way was as enticing as anything he had ever seen, and more addictive.

How had he not realized sooner how he felt? It wasn't for lack of time together, or opportunity otherwise. It might have been the verbal daggers behind which he hid, though, because remarkably enough he never seemed to maintain a civil conversation with her.

CC Babcock had really deconstructed him on so many levels, and the more he thought about it, the more he realized that she was probably completely ignorant to her power over him. The polite, well-meaning and consummate professional that he had always been flew out the door the first time he met her, and it never seemed to come back – at least, not fully.

Niles had grown to love the man he was with her; the smart-ass comments made him feel alive, and the constant bickering between him had given him something to look forward to day in and out, even when things were tough.

CC Babcock had given him meaning, even though in doing so she had completely changed everything he thought he'd be, and now he was sitting in a bar longing for her.

How was that for poetic justice? All the years he had spent pushing her away with well-barbed verbal daggers, and suddenly he wanted her closer than he had ever thought possible.

Fingering his glass, Niles looked around the room and at all the people who filled it. Normally he'd be able to appreciate a beautiful woman, but the past few years his mind had strayed, and suddenly he would start thinking about CC… About how wonderfully she looked in a dress that she wore to the office, or the softness of her skin against his hand when they passed something between them. He was hooked, well and truly, and for whatever reason, he had no desire to get past it.

Getting over CC Babcock just wasn't an option. Finishing his drink in one solid gulp, Niles pulled it together. There was only one thing left to do, and he might as well do it while he had enough liquor in his system to feign bravery.

14

"Hold it, already, would you?" CC shouted, buttoning the top few buttons of her blouse. She had been relaxing quite comfortably on the sofa, book in hand, when the ringing began, and it continued incessantly for the next minute and a bit, while she tried to fix her state of undress. Whoever it was, he or she was the most annoying, insistent person ever.

Opening the door, she was shocked to see a rain-drenched Niles standing in her doorway, his finger poised over the doorbell. "What the hell are you doing here? Did you get lost or did your date just drop you on a random corner again."

Niles didn't say anything, instead shifting on his feet. He had promised himself on the elevator ride up that when he got to her door, he'd tell her how he felt. He even went so far as to convince himself that he would kiss her. If denial and a bottle of single-malt scotch didn't get her off of his mind, then he had to do something else. This was his plan 'b'.

"It pisses me off that every road leads back to you," Niles complained. It was halfway to what he wanted to say to her; well, halfway if he could convince himself that his words were a part of a romantic gesture. He doubted that starting off with 'it pisses me off' really constituted romantic.

"Now you sound like a petulant child; could you, even if only for a minute, make one bit of sense?" CC straightened her jacket over her blouse and looked him over. There was this air of seriousness that she rarely saw.

"Every road – every where I go… it all seems to come back to you and no matter what I do…" He fumbled, and he knew it. There was barely a coherent thought in his mind, and he wasn't sure how he was going to manage to spit it out in a way that she'd understand.

"Are you drunk?"

"Perhaps a little," he said, but he wondered if he really was or if he had been sobered by the thought of telling her that he loved her.

"A little? Drunk is… well, drunk."

"A concept with which you hold great familiarity," he managed, and it was his first step to getting his footing back; one more snippy comment and he might even be able to manage the words he wanted to say.

"Well, it's good to know you're still in control of some of your faculties; that is, of course, relative. Your faculties could use a good dusting," CC said, relieved that he had managed a comeback. She always found it odd that the world seemed to tilt off its axis when he was too nice to her, or if he didn't make a smart-ass comment.

"My faculties and your…well, no need to be crude," he said, before inviting himself in. "I'm not spending the night in the hall."

"You're not spending the night in here, either, so you may want to think this one through." CC watched as he settled on the couch and propped his feet up on the coffee table. Normally she'd make a comment about his gargantuan feet, or something else petty, but for the moment, her breath was caught in her throat and all she could think about was how natural he looked there, and how much he seemed to belong.

"You should come with a map; one of those fold out ones, with a compass on it. You should come with a map that has directions on how to get away from you. I'd buy that," he said truthfully. She had haunted him for twenty years, and he still hadn't figured out a way to exorcise his demons.

"You're delirious. You're more than a little drunk," CC said, closing the door and walking nearer to him. Niles seemed comfortable, head tipped back, looking towards the ceiling. He looked so young, and for a moment she had to quell the urge to run her fingers through his hair. Whatever the damn emotions that were taking over her, CC decided she had to fight against them.

"So the roadmap… It should say 'CC' and then draw all the ways to get the heck out of dodge. 'Cause you know, I've tried every way I could imagine…I tried the scenic route, and the expressway, and I've even tried cutting corners, but in the end it's like being a tourist on a damn traffic circle: even at the furthest point, I'm always headed back to you."

CC sat down in the chair and watched him more intently now. He wasn't making any sense and even if she tried to understand him, she was fairly certain it was all just random words coming from his mouth. "Sure, a roadmap, great idea," she said, hoping that he'd stop his babbling soon, and return to being the annoying Niles she knew and loved. Ops, she thought, loved to hate.

"On the legend it could have little pictures, and it'd say 'heartache', 'anger', 'frustration' and all these other things that you've caused me. It'd have 'fear' and 'sadness' there too, and I'd finally be able to figure out how to get around all these things; there'd finally be a way for me to see what you're throwing at me before it hits me in the gut and winds me," he said sadly.

CC felt like someone had kicked her. Did he only equate her with negative things? Did he really feel that everything about her was to cause him pain? "You know, that's a pretty depressing roadmap. You don't think there could be even the littlest bit of happiness?"

"I already tried to find your heart," Niles said, realizing that it was the perfect set up for a joke. This time, however, it wasn't a joke. He was serious. They were serious. "I tried to find it, but my noble steed couldn't break through the castle walls." He wondered when he had put her on the pedestal, and locked her in the highest tower unattainable to him. Niles snickered, questioning when he'd started talking like they were in a fairytale. Had he done it to himself? Surely it wasn't his inhibitions and fears keeping them apart. He didn't know what to think anymore, and he knew he probably wouldn't until he sobered up.

The sheer shock and surprise at his comment sent her mind reeling. Was he saying what she thought he was saying? After all, everything was buried under a dozen different metaphors, and with Niles one could never quite now when he was going to bring out the punch line. "It's not so hard to find. You just need to know where to look."

"Madison Avenue, Fifth Avenue, Tiffany, Sak's, Bloomingdale's," Niles listed. "Funny how your heart isn't on their store directory."

CC cringed. He obviously thought very little of her if he thought that she could be bought. "Maybe it's not a map you need but some direction."

It was Niles' turn to cringe. He'd been looking for direction, and he still hadn't made it to where he wanted to be.

"You're not the easiest guy to get to know, you know. You're difficult, and rude, and sometimes downright cruel."

"And you're not?" Niles snorted.

"It's a defense mechanism, I assure you." Watching as he closed his eyes, she thought about how handsome he was. He looked older this evening, yes, but he also looked remarkably at peace, as if he had come to terms with something.

Little did CC know that Niles had decided to sport his best battle fatigues, to try and survive whatever heartache might befall him along the way.

"We've all got those," he admitted. Over the years he had perfected his. After all, the battles between he and CC had begun simply enough, with a few gentle teasing words, and had progressed to rather informal flirting, and what they had been enjoying the past few years had been almost like a sadistic foreplay. The words were his only defense, because when it came down to it, all he had wanted to do was confess his love for her.

CC nodded and watched him as he seemed to calm down a bit. He had been quite agitated when he first arrived, all the talk of roadmaps terribly disconcerting for her. Why he had landed on her doorstep, she'd never understand. In fact, how he had managed his way past the doorman was even more confounding, but that she'd save for later. For now, there seemed to be something more to his arrival.

"Niles," she asked tenderly, planning on asking him why he had shown up, but instead of a reply, all she got in return was a gentle snore. "Great – show up and pass out…" CC watched as his chest gently rose and fell with each breath, and then as he seemed to cuddle into the sofa more. She wished she had a camera, because she had never seen him look so sweet in all the years she had known him. Then again, CC Babcock was not a 'Kodak Moment' kind of woman, and had never had much use for a camera before that evening.

Standing, she made her way to the linen closet and pulled out a light blanket and a pillow. If he were to wake up, he'd probably want at least a pillow, unless of course he realized where he was and ran screaming from the building.

Finding a spare unopened toothbrush in the cabinet above the vanity and setting out towels, she hoped that he wouldn't be too panicked when he woke up. She still wanted to interrogate him as to what had brought him to her apartment, and that was something best done away from the prying eyes of the Sheffield residence.

When she sat down in the chair across from him, she told herself she would only wait a few minutes. There was a very good chance that he had just nodded off and would awake at any moment. After fifteen more minutes passed, she told herself that she just wanted to read for a while and she picked up her book. By the half-hour mark, CC had fallen asleep with her book in her hands, and tender dreams of the butler who had plagued her for decades.

15

Niles awoke to the smell of coffee brewing. His brain faintly registered that he shouldn't be able to smell that—his room was, after all, a good way from the kitchen—but his body ached and he knew instantly that this wasn't a regular morning.

Stretching, he realized that he was sitting upright, and he was still fully clothed in damp and uncomfortable clothes. "Oh, bollocks," he grumbled, suddenly tasting scotch in his mouth. He had been drinking, the night before. He had been drinking a lot, apparently, because he never even managed to change his clothes.

Opening his eyes half way and then quickly snapping them shut, he realized that he'd have one hell of a headache as punishment for his night on the town. "Can't do anything right," he managed, before stretching out more fully.

"Ah, Sleeping Beauty is awake," CC said cheerfully. She had waited all night to question him about his arrival at her apartment, and now she'd have a chance to get to the bottom of it all.

"Miss Babcock?" Niles opened his eyes quickly, the light stinging his eyes. He was sure he heard her voice, and when he looked up, there she was, offering him a cup of coffee.

"I thought you might need something to help clear your head – it looks like you pickled your liver last night," CC teased as he accepted the cup.

"I slept on your couch?" Looking around, Niles tried to piece together the night before. He remembered some of it, from very early on; the woman in the bar who reminded him of CC, and the drinks he had been pouring down his throat in an attempt at first to forget her, and then later to build his courage to tell her how he felt… There were bits that were lost, but he felt like he might have at least a working idea of what had happened the events of the evening.

"Where else would you have slept?" Cocking her eyebrow, she watched him take a sip of his coffee. Did he really have no memory of showing up at her door and the chaos that ensued?

Shaking his head, he just sighed. "Did we talk about roadmaps?"

"You talked," she said. "I listened. You're very disheartening when you drink, you know."

Niles felt like telling her that it was her effect on him, but that wasn't a point worth revisiting. The conversation from the night before quickly replayed in his mind, and suddenly he felt embarrassed for falling asleep in the middle of it all. "I'm sorry I fell asleep," he said, in between sips of the coffee. He didn't know if it was the hangover talking, but he wasn't sure if he had ever tasted better coffee.

"Probably best. You were pretty incoherent," she said, sitting down beside him on the sofa. Taking the blanket from his lap, she slowly began folding it. Fiddling with it was a welcome distraction; it saved her from having to think of something neutral to say.

"Me? Never. I might blather, but I'm never incoherent." The teasing tone of his voice had elicited a laugh from her, and suddenly all felt right in the world.

His logical mind knew that not much had changed since the night before when he had gone out in search of liquid courage, but he genuinely felt as though a little something **had**. It might not have been quite what he intended, but in the 24 hours before that moment, he would have never thought that he and CC would be having friendly conversation over a cup of coffee.

"Ah, well, then we'll say blathering and split the difference, shall we?" She smiled, about to stand, but his hand reached out for hers, and silently he pleaded with her not to go quite yet.

"We should finish what I started last night," he said softly, almost asking for her permission.

"Niles, you probably don't even remember what you started last night, and I sure as hell couldn't tell where you were going." Her heart caught in her throat at the thought that they might actually have a serious conversation. He had started to talk to her about their relationship, but he had spoken mostly in riddles.

"I remember where it was going, and I think remarkably enough, I remember more of last night that you'd believe." Turning to face her more straight on, Niles sipped his coffee, memorizing the stunned expression on her face. She was beautiful, even in the early morning without her make up on.

"An elephant never forgets," she teased, the serious turn of the conversation proving disarming. She wasn't sure if she wanted to run away or move closer and the conflicting emotions were nagging her. "Do you want something to eat?"

Niles laughed. "You're going to cook?"

"I could. I can, I mean. I know how to cook, believe it or not." CC had intended to be indignant but it just wouldn't come out. There was tenderness in his eyes that made her feel a mixture of safety and softness of which she was otherwise unaccustomed.

"Right now I'd rather talk. Maybe we could have something to eat afterwards?" The twisting, churning knots in his stomach wouldn't even let him consider food at the moment.

"Ok, well, talk… You're the one who came here last night. I assume you didn't just show up here because you wanted to say hi."

Laughing, Niles couldn't help but be taken with the glimmer in her eye. "No, you're right. I certainly wasn't here to say hi."

"Then maybe you should explain it, so I know why you did come here?"

Finding the courage to pull together a string of words, he hoped things would come out fluidly, if not easily. "There was a time… Do you remember? Ah, hell… What I mean is… There was a time when this all seemed so much easier," he grumbled. So the Gods of diction and conversation were obviously not on his side this morning. "Do you remember that time in 1988, when I asked you to dance?"

CC laughed. "Could you be any more vague? It was a long year, and I'm not particularly sure I remember any one incident."

Niles shrugged. "I'm not surprised you don't remember it." He, for his part, remembered just about every moment they had ever passed in each other's company.

"It was a … different time," CC said, wishing she knew what he meant. 1988 had been hell for them all. Sara died, and left a young family in her wake, but she had also left behind a best friend who had needed her guidance to stay on track. The day to day had become more difficult from that moment on, and things never seemed to get easier.

In the present, things were taking a strange new course and for once CC felt totally out of control of the situation. The distance between her and Niles – the way that his voice softened when he spoke about them, making her want to lean towards him to cling to his every word –was a mix between comfortable and distressing. The stress of this newfound strangeness was only compounded by the memory of that wretched year.

"Not so different," he remembered.

"Refresh my memory?" The sadness on his face spelled out how important the night must have been. She could have kicked herself for not remembering it firsthand.

Sighing, Niles wrung his hands. He felt almost petty, bringing up something that had happened so long ago, but it had meant so much to him. "It was the first Christmas after Sara died, and the Worthington's annual party. Even the kids went, and that Nanny…. Nanny McLeod, I believe."

"Was that the night that the boy got into the liquor and vomited all over the dog?" CC scrunched her nose at the memory.

Niles laughed. Of all the events she chose to remember from that night, Brighton's first discovery of both booze and hangovers. It was, to say the least, not what Niles had hoped she'd remember from the evening. "You don't remember excusing yourself from the party after the missing cognac made its reappearance?"

Laughing at Niles' oh-so-tender description, CC shook her head. "I remember feeling nauseous—I think I may have overindulged myself."

His eyes glowed, a moment from that night flashing before his eyes. "You were wearing a stunning royal blue gown – off the shoulder."

"You remember that?" Stunned, she watched as he slipped into remembrance.

"I remember everything," he managed, his throat suddenly very dry.

"Well, then, get on with the story," she encouraged. Wherever this was headed, she was intrigued, to say the least.

"You were flushed, but radiant while you made your requisite rounds about the room. I don't think there was a man there who didn't do a double take when they saw you. But when Brighten became ill, your flush became more like a green color and you quickly excused yourself to the terrace."

Absolutely enthralled in his story, CC marveled that it seemed more like a perfectly dictated piece of fiction than an impromptu account of a night long passed. That was, however, one of the miracles of Niles; he always seemed poetic and eloquent, even when he was 'on the spot'.

"I saw you disappear on to the terrace and followed you," he explained. "In retrospect, I remember kicking myself for following you, but I couldn't help it. You were an amazing force that night." Looking briefly to his hands and then back to her, he sighed. "When I think about it, you've always been a force."

Smiling, CC repeated the words over and over again in her head. I'm not used to you complimenting me," she admitted. "I feel like the other shoe is going to drop at any moment."

"We've done a good job of sparring, haven't we?" At her nod, Niles resumed his story. "Anyway, I followed you out there, and it was a perfectly serene and cliché night. Really, they don't come much more cliché than that. The moon was bright and shimmering in the sky above you, and it cast a beautiful star-kissed light on you, and sounds of the orchestra wafted out towards us. There we were, alone, and it was all sinfully delicious." A grin crossed his face as he remembered feeling voyeuristic when he first saw her there, leaned forward against the white stone of the balcony, the curves of her body accentuated by her stance.

"I wish I could remember this," CC confessed. The way Niles described it, it sounded blissfully romantic unlike anything she could have ever imagined and as much as she liked to pretend otherwise, a romantic evening with Niles could have some interesting ramifications.

"Oh, as do I," he admitted. "When I approached you, you were completely silent, as if deep in thought, but when my hand touched your shoulder, you looked at me as if you had known I was there all along. You weren't startled." Recalling the tender blue hues of her eyes when she looked at him made Niles want to stay lost in the memory forever. The clear blue was so soothing that instantly he felt disarmed. Suddenly, his only weapons (his quick with and sarcastic humor) were useless to him. "I got caught up in the moment," he said abruptly, suddenly embarrassed by his vivid recount of the events.

The abrupt change in the tone of his voice and the tone of the story caught her off guard. "Who, there, Speedy. If you brushed over anything, it would be the point of the story. Back up, slow down and try again."

"You say that to a lot of men, don't you?" A momentary lapse, he thought with impeccably bad timing. "I'm sorry," he said, when he saw her expression fall.

"We can't have a serious conversation with out one of us screwing it up," she mumbled.

"I'm bad at being serious," he said, hoping that they could get past his indiscretion.

"You're good at being serious; you're just lousy at it when you're with me." Examining her hands, she looked at him from the corner of her eye. "I'll forgive your slip-up if you finish the story," she bargained.

Niles' eyes lit up, the realization that all was not lost. "You really don't remember this?"

"Nothing," she confessed. "But it sounds magical."

He nodded. "It was. Everything was perfect, and I've never been so enthralled by someone."

"Well…?" Waiting with baited breath, she was eager to hear what was next.

"You smiled at me, like you've never smiled at me before or since, and told me that I cleaned up well." The distinct memory of her fingers as they traveled over his suit jacket, finally stopping at the place over his heart, almost made him dizzy.

"You do, you know." Even though he was feeling the worse for wear, Niles still looked amazing to her. There were so many wonderful little things making up an entire incredible package that she felt her heart flutter at the thought.

"Thank you. But that evening, you were the most breath-taking woman there, and when I went out on the terrace, I had wanted to tell you that."

Blushing, CC wondered what would have stopped him. Had she said something stupid, or did he have second thoughts?

"I asked you to dance, and you didn't say anything. You hadn't said no, so I assumed that was as good as a yes – I had hoped that it was a yes, at least, and the next thing I knew, we were dancing. The moonlight, the way the stars shone and reflected off of your hair…everything had been so enchanting. Anyway, I got caught up in the moment, like I said, and I kissed you," he recalled. Watching her expression for some sign of disgust, he was impressed at how CC managed to not cringe at the mention of the kiss.

"What kind of a kiss," she asked in a voice so small it had stunned her. Suddenly she felt gypped of an entire potentially amazing event, all because she had too much to drink.

It was Niles' turn to blush a fierce crimson color. The kiss had been so full of passion and promise that it had nearly stopped his heart. When her arms had wrapped around him, pulling him nearer to her, he wondered fleetingly if she actually knew whom she was kissing, and then rational thought had escaped him. "It was friendly enough, I suppose," he managed, the strangled words barely managing to make it past his lips.

"Friendly, huh?" Watching him intently, she knew that the kiss had been anything but friendly. They had shared a few of those through the years, but never had they moved beyond that.

"Very." Smiling, he remembered how she tasted, and the way her skin had felt beneath his fingers, as he had grasped her bare arms.

"And then what?" There was something vaguely naughty about this conversation, she knew it, but she wanted to know everything about this evening that they had apparently spent in each other's company, no matter how briefly.

He tried to think of what to say next. He knew that the truth would be a good start, seeing as it was what had brought him to her apartment the night before, but the truth also came hand in hand with a vulnerability that he wasn't entirely comfortable with. Then again, CC Babcock had made him everything but comfortable for as long as he had known her, and that wasn't about to change. "The kiss lasted for ages," he said quietly. "And then when it was over, we stood there, still holding each other and I said the dumbest thing I've ever said."

Confused, CC looked at him and then back to her coffee cup. "What did you say?"

"I made the mistake of telling you that I loved you, and that I had hoped the kiss would be a change in the tide of our relationship," he confessed, not looking up. He was sure if he looked at her that she'd laugh at him, and he wasn't sure he could take it.

"You told me you loved me?" CC was torn; she knew she should be angry that he had classified his confession of love as the dumbest thing he had ever said, but she was also oddly elated. Although she had never fathomed that he could have genuine feelings for her, this seemed to be the proof that he did and though she couldn't imagine ever wanting him to have those feelings for her, suddenly it all seemed right.

"I did. At which point you promptly reminded me that I was the hired help. You said something about a pity kiss, and that you had to be returning to the party, and that was it."

She could have kicked herself for being such a moron all those years ago. "I can't believe I did that to you – it must have crushed you," she whispered, her hand tenderly stroking his. It was a completely unconscious act, and had she realized she was doing it, she might have pulled away.

"Not that you have an ego, right?" Niles felt suddenly angry with himself. He should never have said any of this, but it had been years in the making, and after all of the emotions raised from having been with Lois, it felt like a necessary evil.

"That's not what I meant – now's not the time to start a fight," she said calmly. CC was still trying to register all that he had said.

Unaccustomed to this rational version of CC Babcock, Niles wasn't sure what to say next. He had told her the story, and then he had fumbled the ball. Had he been smart, he would have left it at the kiss, but there were too many blanks that needed to be filled in. "You're right, we shouldn't fight. Not now. Not about this."

Nodding, she squeezed his hand. "So is this what brought you here last night?" She hoped there was more to the story – she felt guilty wondering if there was another chapter to come or if their ending had already been written.

Niles debated shrugging it off, but for once he felt like they might actually have a chance to make it work, and he didn't want to let it slide by. "Sort of."

CC laughed. "For a man of so many words, you really know how to shut up at the worst times, don't you?"

"Well, it's an acquired skill," he joked lamely, before gathering his last bit of courage. "I came here last night because, after the past few months, with everything that happened with Lois, I began to think about how we got to this point."

"You and Lois," she asked, dreading the answer.

"You and me," he clarified, seeing her relief instantly. "Lois was an amazing woman, and she was everything I thought I needed but she wasn't what I really needed. Not even close, in some ways."

"She was beautiful, successful and rich," CC said, wanting to add 'young' to the list of adjectives she could use to describe his ex-fiancée, but she stopped herself. In all likeliness, it would lead to another fight.

"She was amazing, indeed, but she lacked one thing that was critical."

Hanging on his words, CC prayed that it was something she would be able to buy. The possibility of making a relationship with Niles work almost seemed as critical as breathing, as shocking of a turn of events as that was.

"She wasn't you," he said seriously.

"Me?"

"Crazy, isn't it? We've spent almost all of our years fighting, we belittle each other and we hurt each other, but at the end of the day, you're the one that I want to fall asleep next to," he said tenderly.

"You make it sound masochistic," she complained, though the words he spoke had chilled her through and through.

"Well, it likely is. But all the same, I couldn't marry Lois because my heart still belongs to you. You had stolen it the first time we met, at the Senior Sheffield's country club so many years ago, and then that night at the Christmas party, it felt like you sealed the deal. When you backed away from me, I thought I'd get my heart back, but it would seem you've been holding it hostage."

She didn't know what to say, which was a relative first for her. Through all the years of throwing smart-ass comments at him, she didn't have one thing to say that would be coherent. Single words popped into mind, but not one made enough sense to say out loud.

"Anyway, that's why I came here last night. I felt like I needed to see you, and tell you what really transpired between Lois and me. I felt like you deserved an explanation, and maybe I wanted to see how you felt too. The drinks were for courage, though obviously that was a useless attempt, and I had never intended to stay this long," he admitted.

Niles released her hand and stood. "I suspect that right now you're feeling more than a little overwhelmed by all of this, and don't worry. I didn't expect you to do anything about all of this – it's been so many years in the making that I know what this all means for me."

"Niles," she began, but he cut her off.

"I have to be getting back to the house. I'm supposed to be serving breakfast in forty minutes, and I'd like to get home and out of these damp clothes before that," he explained, showing himself to the door. He didn't look back once he stood up, because he wasn't sure he could leave her side. For once in a handful of years, he felt like they might make progress in their relationship, and he didn't want to spoil it by looking back and realizing she didn't feel the same way.


	6. Chapter 6

16

Getting ready for work that morning had been torturous. CC knew that in less than an hour, she would see him again, and she hadn't even thought out what she would do. She never actually got an opportunity to reply to what he had said, and even though she wasn't sure how to, it was necessary. Even more importantly, she **wanted** to respond; the words were just eluding her.

As she made her way up the steps of the Sheffield residence, CC debated turning around and going home. She could buy herself some time and maybe even come up with some well thought-out statements, but then he might get the wrong idea. If CC delayed it too long, she knew things would somehow blow up in their faces. Of course, she also debated the merit of the 'direct route'; she thought about ringing the doorbell, and when he answered, she'd grab him and kiss him. If that didn't tell Niles that his confession hadn't fallen on deaf ears, what would?

When she finally managed the courage to press the doorbell, CC decided to do whatever felt most natural when the door opened. Of course, when the door did finally fling open, she was entirely disappointed to find Max standing there.

"Maxwell?" Ok, so it wasn't exactly highly intelligent dialogue.

"Good morning, CC. Isn't it a lovely day out today?" Casting a glance over her shoulder, he noticed how lovely and sunny the day was.

"Uh, yes, it is," she said, still stunned. Why hadn't Niles answered the door? He was there, wasn't he? He had made it home safely, didn't he?

"Well, no need to stand in the doorway all day," Max said, waving her in.

CC hoped that her motor functions still worked. She had put so much of her energy into planning how she'd deal with him when he opened the door that she never imagined running into him somewhere else in the house. "Oh, yes, most definitely. Sorry, I didn't sleep much last night," she said.

"Well, come on in. I smelled coffee when I was in the kitchen earlier, and I'm sure there's breakfast by now as well," Maxwell said, leading towards the dining room.

It was only when they entered, that she felt like she could breathe again. He wasn't there either. Where the hell _was_ he? "I'm going to make a phone call," CC said, walking towards the kitchen. It was a horrible excuse, but it was something.

Pushing open the door, her heart caught in her throat. There he was, carefully filling plates with delectable-looking food. "Good morning…again," she managed.

"Hello," he said, looking up and seeing her standing only feet away. He wondered if she would come in to work or if she would stay home, trying to come up with an excuse as to why they wouldn't work out. A part of him felt overjoyed at her showing up, but now he had a whole other set of emotions to contend with.

"You left so quickly this morning I felt like we didn't really finish our conversation," she said, moving closer. She wanted to be nearer to him, even if it was only a matter of inches. After he had left, the apartment felt so lonely and although Chester had been good company for all of five minutes, the time after that had been unbearable.

"I didn't think there was much more to say," he admitted, finally finding her eyes.

"I think there's a lot more to say." CC tapped her finger against the edge of the counter. "But I suppose right now you have to serve breakfast?"

Niles nodded. "I do."

"Will you have time to talk once you clear the table?" She watched him, wondering where this newfound insecurity came from. The Niles she had spent so many years admiring from afar was anything but insecure, but suddenly here he was, arranging and rearranging strawberries on a platter of crepes.

"I will, yes. Will you have time to talk?"

"I'll make time, if you want," she offered. There wasn't a shred of her usual pomp in her statement.

"Alright – well, you should go join the family for breakfast. You didn't eat this morning, did you?"

Shaking her head, she wondered how he knew that. She would have had time to get a quick bite after he left, and still manage to finish getting ready.

"Go take a seat, I'll be there in a minute, and then we'll talk after breakfast, ok?"

"Alright. Soon, then," she said, seeking whatever small reassurance he could give her.

"Yes, soon."

Breakfast seemed to last forever, CC thought, as she chewed her food carefully, trying to avoid looking up. She was certain that if she spoke to Niles in front of the family, they'd be able to see right through them.

When it finally came time to clear the table, she wasn't sure if she was feeling relief or nervousness at the impending task. She was finally going to talk to Niles and tell him her side of the story. Maybe, if she was lucky, he'd accept her 'Reader's Digest' condensed version, though she highly doubted it.

Excusing herself from the table, she quickly disappeared into the kitchen while Fran and the kids were saying their goodbyes for the day.

"Breakfast was great," CC said quietly. She had never had a meal with Niles that she didn't love, but she had never told him that. It was all a part of the dance they had been doing for most of their lives.

"Thank you."

Taking a breath and steeling herself CC decided to jump in with both feet. "What you said last night made me think," she explained, "and it made me wonder what there could be between us."

Lowering a plate into the dishwasher, Niles didn't look up. "And what, if any, conclusion, did you come to?"

"That we should try it out and see what happens." CC felt proud of that; she knew that it was going to be hard for them to make something work, but she wanted to try at least, and that was progress for her. CC Babcock was not the kind of woman to put an effort into relationships.

Niles cringed at her statement. He hadn't expected an impassioned profession of love, but a test-drive wasn't quite what he had in mind either. "Oh…take me out, see how I handle?"

"What?" Completely confused, CC looked at him anxiously.

"You know: kick the tires and check under my hood?" Thrusting the last dish into the dishwasher with more gusto than necessary, he stopped quickly. "Where, if anywhere, do you see us going? Where would we take a relationship?"

CC flinched at the directness of his words. "I don't know. Until this morning, I barely knew I wanted a relationship. My mind has only wandered as far as holding you." It was ninety-percent true. Her imagination had wandered further, but somehow discussing some details seemed tacky.

His shoulders fell and Niles seemed to deflate. He knew exactly where he wanted them to be, given the right opportunity.

"Why haven't you thought about where this could go?" He knew the answer to his question even before he asked it, but he hoped that this was something he'd be wrong about.

"I just never thought about it, Niles. Please don't make this harder than it has to be. I've only a few times considered something between us, and it was pretty quickly killed when we'd start one of our fights…"

Shaking his head, he hoped she didn't get the wrong idea. It wasn't so much that he didn't believe as much as he figured she only let her think about so much of it. "Could you ever get over what I do? Would you ever come to terms with the fact that just because I'm a butler, it isn't who I am?"

Swallowing hard, CC hoped that she knew the right response. What would she say? "Who says I haven't already?"

Niles just stared at her, speechless. He had half-expected his comment to remind her of the inevitable truth of his caste in life and for her to turn tail and run as fast and hard away from him as she could.

"I'm not going to date a butler," she said calmly, and she watched his expression fall. "I'm going to date you. That's entirely different." The twinkle in her eyes when she said it mirrored the way her heart was beating fast. Everything about that moment struck her as being perfect. So she hadn't managed to profess her love, but she had managed to tell him that she wanted to give them a try – he had to accept that she was working in baby steps.

"We're going to go out on a date," Niles asked, watching her intently. He had never seen her look so incredible as she did the moment she said they'd be going out on a date.

"Hopefully more than one," she assured him. "We're not going to be a traditional couple, so if that's what you're expecting, then maybe this needs to stop before it really begins…but I think we'd have a lot of fun together." Dating, in her mind, was really a foreign concept. She had flings, and even what might be considered fleeting romances, but dating was something else to her. CC Babcock had never really _dated _someone.

"When do we start," he asked eagerly, still not having made his way around the kitchen island to her side. Touching her still seemed like a distant concept and he didn't want to push her too fast, only to make her realize that he was somehow **not** what she wanted.

"Tonight?" She hoped she wasn't pushing too hard. This was all completely foreign territory to her.

"Tonight then. I'll pick you up at 7?"

CC nodded, suddenly elated that they were going out on a real date. She had no clue what she'd say, or what she'd do, but they were going out.

"May I just suggest a ground rule," Niles asked, hoping she wouldn't misunderstand what he intended.

Unsure how to respond, CC just shrugged. A ground rule? That didn't sound very romantic, and in fact it sounded quite ominous.

"CC," he began. It felt odd to say her name out loud. Had he watched her expression, he would have seen her eyes light up when he said her name. It gave her chills to hear the way he said it. "You can barely admit to yourself that you might have even the most basic thoughts of us as friends, let alone lovers. I don't think there's anything to be achieved by telling everyone."

She wanted to tell him that he was wrong, and that it didn't matter who knew, but there was also a self-preservation measure added into it, she imagined. If things didn't work out, they'd be seeing each other day in and out for years to come, and it would only make matters more difficult if the entire Sheffield family and that nosy Nanny Fine knew all the details. "For now, right? Not forever?"

Niles smiled at the thought that she considered them potentially having a forever. "Most certainly not forever," he assured her.

"So then I'll see you at 7?"

"Tonight." Smiling, he watched her as she made her way out of the kitchen. The CC he was just talking with was unlike any he had known through the years. Impressed by her vulnerability and softness, he wondered why they had waited so long to make this move. 7 o'clock could not come soon enough.

17

CC had tried on four different outfits and quickly removed each. The first had been a camel-colored suit that struck her as too business-like for a first date. The second, a floral print strapless dress seemed much too informal. The second dress she had tried on reminded her of another first date she had gone on. It had ended disastrously, which was an event she hoped wouldn't be repeated by the evening ahead. The fourth ensemble reminded her too much of her mother – too many rigid lines and gaudy bobbles—and CC secretly resigned herself to going shopping sometime soon. If she and Niles were to go out on dates, she would require some suitable clothing.

Digging to the back of her closet, CC knew that this was a last-ditch effort. Most of what she would find in the darkest recesses of her closet would likely no longer fit her, the past few months of stress bouncing her weight around quite cruelly.

When the doorbell rang, CC cringed. She was still sporting her dressing gown and slippers and he was here? Mentally berating herself for not having thought it through as well as she should have, she promised herself that next time she would a lot an extra hour just to wardrobe selection.

Making her way to the door, she made sure her sash was pulled snuggly around her waist. The last thing she needed to do was give him the wrong impression.

Taking a deep breath, CC said a silent prayer that everything would work out and she opened the door.

Niles eyes almost bugged out of his head at the sight of her standing before him in her robe. "Had I known tonight's dress would be so informal, I would have worn something else."

CC smiled shyly, before waving her hand and welcoming him in. He looked dapper in dark dress pants and a navy knit sweater. The collar of a white dress shirt peaked out from under the navy. "I'm running late," CC said, though she was sure he had already deduced as much.

"Well, you look spectacular all the same," Niles said, reaching in front of him to extend a small bouquet of flowers.

"Oh," CC said, her voice catching, "lilies."

Niles nodded. "They reminded me of you," he admitted nervously. "The blue and white soft petals and the long eloquent stems…"

CC swallowed hard. "Would you mind putting these in water for me while I finish getting ready? There's a vase under the kitchen counter, next to the sink."

"All right. Take your time—our reservation isn't until 8, and it will only take a few minutes to get there."

CC inwardly laughed. If he had any clue as to how long she had already spent looking for something to wear, he'd never let her live it down.

When she made her way back to her closet, she quickly decided to at least try a couple of the long-shot dresses in her wardrobe.

One, in particular, had piqued her interest. It had been a birthday gift from DD and although it wasn't CC's usual style, she had to admit it was beautiful. The rich blue color would be incredibly complimentary to her eyes, while the cream embroidery across the bust would draw his attention to her more favorable assets.

Unzipping it, CC stepped out of her robe and hoped it was a generous size six, if not a mislabeled size 9.

Niles seated himself comfortably on the sofa, easily remembering waking there. It had been incredible to wake up with CC standing over him, offering a cup of coffee.

Nerves were, of course, getting the best of him. Here he was about to go out with the incomparable CC Babcock and he felt like a fifteen-year-old boy. Remarkable. Even his palms were sweaty, he realized.

When CC appeared a few minutes later, he marveled at her curves and the way the dress clung in all the right places. He wondered if his mouth was agape, and if the shock registered obviously on his face. "Wow," he managed, though the word was strangled.

CC's heart beat faster. The dress was much more form-fitting than she was accustomed to, and although it fit her, she wondered about the suitability of a woman her age wearing it. From the look of appreciation on Niles' face, however, it seemed like a good choice suddenly.

"Will this be okay for wherever you made reservations?"

Niles nodded weakly, his eyes fixed on the nape of her neck, her magnificent collarbone, and the creamy expanse of skin across her chest. "Magnificent."

CC smiled. She had managed to take his voice away from him, and that had been a first for her. It wasn't as if she had never worn something sexy with the intention of getting a man's attention, but this time in doing so she knew she had just seen what love looked like. "Let me grab my wrap, and I'll be ready to go."

She could have sworn she heard him mumble 'don't cover up on my account' but she didn't pay it any particular attention.

Finding her black shawl, CC took her small black evening bag off the back of the chair and smiled. "Ready." 

Niles smiled, before standing and making his way to the door. Holding it open for her, he watched her hips move, and the way her shoulders were all smooth-lines and perfect skin. "After you," he said politely.

"Thank you – you know, when you're not mixing my drinks with gym socks, you're quite the gentleman."

An evil twinkle appeared in Niles' eyes. "I'm versatile, you know…"

Laughing, CC had to give him credit for being a wonderful mystery as well as a sweet man, and she wondered how she had let him hang on the line quite as long as she had.

The walk to the restaurant was relatively silent. Niles kept inching closer, intending to take her hand, but at the last second he would inch away. CC, for her part, had desperately wanted to take his hand in hers, to feel that connection with him, but she didn't want to overstep the boundaries.

A few minutes later, Niles stopped her and led her into a romantic little hole-in-the-wall Italian Bistro. "It's got great food," he explained, though what CC actually heard sounded more like 'we won't run into anyone we know in here.'

"It's quaint," was all she managed.

"I know it's not the Russian Tea Room, but it is my favorite place to get a good _chicken alla vongole_." He could tell that the restaurant disappointed her, but he hoped the evening would rebound. He smiled at the maitre d', who immediately leapt into action.

"_Signore _Niles_, come sta_?" The older man was quite happy to see him, as he feverishly shook Niles' hand.

"_Bene, grazie_. Dorsey, _Signora_ Babcock," Niles introduced.

"_Ah, una bella donna_," Dorsey said appreciatively, taking her hand dramatically and kissing it.

Niles smiled. "Do we have my usual table?"

"_Si, signore Niles, andiamo_." Leading him to the back of the restaurant, they stopped at a romantic table in front of a fireplace.

"Would you like menus this evening?"

"Please. May we start with my usual wine?"

With a swift hand, Dorsey pulled out the chair for CC and seated her. "And signora, is there anything in particular I can bring to you?"

She was stunned at how attentive the service was, and how personally Niles seemed to know the gentleman. "A glass of water would be wonderful," she said kindly, smiling at the man.

"I'll return soon then, with menus and your water." And with a wink, he disappeared towards the front of the restaurant again.

The silence that suddenly befell the table caused CC to wonder if she had spoiled the evening with her lack of enthusiasm. She hadn't meant to sound less than thrilled by his choice in restaurant, but it really did feel like this date was an 'undercover operation'. "You come here a lot then?"

Niles laughed. "A lot? I come here every week, without fail. It's my little piece of sanity," he told her kindly.

She wanted to ask if he had ever brought Lois here, but she had already made the evening more uncomfortable than necessary, and the question could wait.

"I didn't come here because it was out of the way, though I confess, it's a benefit." Niles could tell what had been bothering her. "I'd like to have you to myself, for tonight at least. I've been sharing you for twenty years."

"I'm sorry, Niles. I don't mean to be so…pathetic. I guess it's just that your rule made me feel a little insecure," she admitted.

"Insecure?"

"Have you ever been on a date before that was prefaced with 'don't tell anyone'? I sure as hell haven't."

When she put it that way, he could understand what had upset her about his comment. "I've never been out with someone so completely out of my league, either, though."

Shaking her head, CC sighed. "Is that the problem? Is it because I'm me…and you're you? I don't want to change, Niles. And I don't want you to change."

It seemed that Dorsey had exceptionally bad timing, as he reappeared out of nowhere with a tray laden down with several items. Carefully, he removed the water glasses and set them beside the place settings, and then he uncorked the wine and poured a glass for Niles to sample.

"Wonderful as always," Niles said, encouraging him to pour the glasses for them both.

"The menus, signore. I'll be back soon to take your orders."

Niles watched as he made his way around the tables near by. "I'm not asking you to change, I hope you understand. I'm just saying that there are a lot of people who are impacted by you and I pursuing a relationship, and it is best not to allow them to get hurt along the way. I don't want to make this awkward for them," he explained, hoping she understood.

"Is this an incredibly bad idea? Where we thinking clearly when we decided to try this?" Her heart sank at the prospect that this could be it; this could all be over before it even began.

"I've not been able to think clearly since we first met," he confessed. "I've not been of my right mind in decades, and I don't expect that to change now. I would like it though, very much so, if we could start all over again?"

For a fleeting moment, she wondered if this was going to be the way it always was. She missed the teasing relationship they had enjoyed, and more than anything she missed the comfort of being near him. "Only if things can get back to normal," she said, hoping he'd understand that it wasn't a rule she was trying to impose as much as a request.

"Normal? Us?"

"Normal. I don't know if we can communicate very well without a peppering of insults," she said quietly. "It sounds sick, but it's who we are. If the conversation stays as friendly as we've been so far this evening, I fear we won't have much to say to one another."

"You'll have to forgive me. I've never been on a date with a man," he said comfortably, and the glimmer of light in her eyes told him that sometimes a little unconventional was better than nothing. "See, yet another thing we have in common."

CC laughed. "And he's back! Thank God." Making an elaborate gesture, as if to raise her hands in thanks, CC managed to fit in a silent 'thank you' to whatever angel was watching over her. "I was afraid all of the cleaning fluids you'd been sniffing had somehow affected your brain cells. It wasn't like you had many to sacrifice to the pledge Gods to start with."

His hand reached across the table to take hers in his, and he gently squeezed it. "You look absolutely stunning tonight. I can't get over it."

CC blushed at his words. "You're not the only one who cleans up well," she teased. "Now, I think you should order for us—you obviously know this place well enough to know what's good."

"Everything is," he assured her. "But if you insist, I think I know what will please you."

"Well, then, by all means, please me," she said seductively.

They had started off on rocky footing, but something told her that they would be rebounding well.

18

As far as first dates went, CC and Niles had been somewhat unconventional, and things hadn't gone as smoothly as one would hope, but it seemed to be a product of their relationship. Nothing for them was ever smooth sailing, and dating was proving to be no exception. 

Still, when it came down to it, it wasn't their last date. At the end of the night, he had walked her back to the apartment and stood at her doorway, politely smiling at her, and telling her how good of an evening it had been. Like a true gentleman, he hadn't even tried to kiss her. It was, after all, their very first date, and instead he opted to kiss her hand softly.

Her heart had almost stopped when he looked up at her, his lips against her hand, and his big blue eyes penetrating her soul. "I'll see you tomorrow morning, then," he said quietly.

"Tomorrow morning, for sure."

When he left, she felt like something out of a gushy romance movie, her back to the door, and her heart thudding through her chest. She had wanted a proper kiss – she had wanted to feel his lips against hers, and his arms around her – but something about the tenderness of his kiss to her hand had made her heart leap.

When she finally went to bed, she wondered if she'd ever be able to sleep, for all the thoughts that were racing through her mind. She'd see him at work tomorrow, and somehow she'd have to pretend that she hadn't passed the most wonderful evening of her life in his presence.

Six dates later, they had begun to establish a comfortable pattern. Niles would pick her up, they would go out for dinner and sometimes a movie or a play, and he'd walk her home. Sometimes he'd come in and mix a drink for them, other times he left her at the door, but every date had been exceptional.

On this particular morning, Niles wandered up to her apartment at 9:30 and rang the doorbell.

Several minutes later, he had been surprised to see CC appear at the door in her robe, her hair mussed and makeup-less.

"What in the world are you doing here?" She grumbled, groggy from having just woken up.

"Mr. Sheffield decided to take the family on some great outdoor adventure for the day, and seeing as it's a lovely Sunday morning, I felt like we might be able to fit in a little bit of time together," he said hopefully. In retrospect, he thought that maybe he should have called her first. Showing up unannounced was rude, he knew, but he had wanted to surprise her. Never in a million years did he think she'd still be in bed at almost ten a.m.

Slowly waking up, she rationalized that it really was quite a sweet gesture, even if it was somewhat inconvenient that now she was standing before him looking like hell. "Come on in. I have to have coffee before I can understand you," she managed.

"You go grab a shower, and I'll get you some coffee," he promised.

CC raised an eyebrow.

"For when you get _out_ of the shower! Good God woman, what kind of man do you think I am?"

CC laughed at his hurt expression. "Well, at six dates and not even one kiss, I'm starting to wonder about that myself."

"We're not all as easy as you are," he assured her, laughed. "Go. We've got somewhere to be by 10:30."

Shaking her head, she disappeared down the hall. He really was something. Something remarkable. "Try not to dig through my stuff while I'm in the shower," she called back to him.

"Oh…well, then what am I supposed to do to keep myself entertained?"

When Niles walked CC up the steps of a dilapidated building that narrowly looked inhabitable, she hoped that this would be another pleasant surprise like the restaurant from their first date. "Do you revel in frequenting buildings awaiting condemnation?"

"Cheaper food," he joked.

"Well, I suppose on your salary that might not be a bad selling point," she teased. Squeezing his hand to make sure he knew she was joking, CC looked up at the sign that read 'La Cocina Latina'.

"Trust me, it doesn't get much better than this!" Niles led her through the door and to a table near the back.

In a matter of mere seconds, a robust woman in her late forties approached the table. "Niles! ¿Cómo esta?"

"Bien, gracias. ¿Cómo son los niños?"

CC looked at him in stunned adoration. Everywhere he went he seemed to know someone, and more importantly, he seemed to know enough of the language to get him through a basic conversation in the host's mother tongue. When he had broken out into German on their second date, CC almost fainted. This man was full of surprises.

"Ah, Dios mio…" Shaking her head in a dramatic fashion, she fanned herself with her hands. Evidently, the kids were holy terrors? "¿Y quién es contigo?"

"Éste es mi amiga, CC Babcock."

With a quick smile, Juana gave CC the once over, and offered her hand kindly. "Hola."

CC nodded, and smiled, taken aback by the friendliness of the large woman who she would have otherwise thought to be quite mean.

Juana turned her attention back to Niles. "¿Usted tienen gusto del desayuno especial?"

"Dos, por favor."

The minute the woman left the table, Niles turned his attention back to CC. "I used to come here when I went to church down the street – it was an excellent place for brunch. I just never quite shook the habit, even after I stopped attending services."

"How many languages do you speak?" CC marveled at how sexy his accent was at the best of times, but when coupled with a grasp of a foreign language, he assumed an entirely different degree of sexy.

"I really only have sufficient command of English and French," he told her, "but through friends I've acquired bits and pieces of a few others."

CC shook her head, not believing that he truly only spoke a spattering of the other languages. He struck her as far too confident to not be more fluent, but she wouldn't argue with him. "Well, certainly the next time I go on a trip somewhere, I'll take you for translation."

"I'd hope you'd take me for other reasons, but I'll take what I can get," he teased.

"Ha ha…" Blushing, CC hoped he didn't notice how he always managed to make her feel a little drunk even though she almost never drank anymore.

"I hope you like breakfast quesadillas," he said quickly, trying to change topics to something more comfortable. "They make a great one here – the best I've found this side of Santiago – and I thought you might like to try some authentic Chilean cuisine."

"I've never tried one," she admitted, "but I trust you – well, for some things I do. Judging by the shape you're in, you know your food extremely well."

It was his turn to laugh. This had become their system.

Everything was moving so smoothly, in fact, that when a young blonde woman approached their table, they hadn't even glanced up to see who it was.

"Niles!"

His head snapped up, and he saw her there – a ghost from his past, as it were. "Lois. Hi!" He tried not to sound too stunned, but she was the last person he had ever thought that he'd run into.

"Miss Babcock, what a surprise," Lois said kindly, though through gritted teeth.

"Lois…how…wonderful," she managed, the state of shock not wearing off quite yet.

What wretched luck, Niles thought, that his ex-fiancée had to walk through the door just when things with him and CC began to look like they'd work out. "How've you been?"

"Well – the cat is doing great too; she's tripled in size since you last saw her," Lois informed him. "And she's taken to attacking slippers. I've already lost three pairs to her."

Niles laughed. "Such a troublemaker. You may just have to take her to obedience school." Both he and Lois laughed, though CC didn't. Obviously this was an inside joke? At that moment she wasn't feeling very kind.

"So, what have you been up to? Have you been writing anything lately?"

Niles shook his head, and shrugged his shoulders. "I've been struggling with a very difficult script for a couple of weeks now to no avail, but maybe I'll take another swing at it this evening."

CC debated what she should do. A part of her was telling her to get up and run as fast and far away as possible, but then there was the fight that was bubbling inside of her. She was torn between wanting to claw out Lois' eyes for ruining a perfectly good spontaneous breakfast with Niles, and wanting to kill him for bringing her some place he had obviously brought Lois.

"Don't give up," Lois encouraged. "You've got a great talent – you just get too easily distracted." Giving CC the once over, she realized that this was the woman who had stolen Niles' heart all those years ago, and for a moment a biting bitterness came over her. How could CC Babcock ever be expected to give him the kind of love he deserved?

"Well, some distractions are worth it," he said sweetly, looking over at CC. She was seething, and he could tell that this was going to lead to a fight.

"If you'll both excuse me for a minute," CC said, standing and walking towards the bathroom. She couldn't watch the exchange between Lois and Niles anymore.

When CC disappeared behind the door, Lois shook her head. "I'm sorry – I should have realized and turned around. I just…I haven't seen you for ages. I miss you."

Niles turned his attention from the bathroom door and back to Lois. "I'm sorry. There's just been so much going on that time has gotten away from me," he admitted.

Lois knew exactly what he meant. Somehow, between breaking up with her and trying to move on with his life, he ended up in CC's arms…Then again, she couldn't help but dwell on the fact that it was CC that had taken him away from her. All along, it had been the grumpy socialite that Niles had wanted, and not her.

Losing a man to the likes of CC Babcock angered her more than anything, Lois realized, because from what she had seen, that woman didn't have an ounce of human compassion in her. "I'm going to go place my order. I think I'll take it to the park with me," she said quietly. "Call me sometime."

Disappearing to the cash, she quietly told her order to Juana and vanished from sight.

"Damn it," Niles mumbled. "Damn it, damn it, damn it…"

CC looked into the mirror and wondered why she had to feel so horrible. It was his ex-fiancée, and they weren't doing anything wrong. Except, the anger she was feeling was projected towards Niles for ever having had an ex-fiancée more than anything else. As irrational as it seemed, she wished that she had him all to herself.

"He's a really good guy, you know." Lois' voice shocked CC. Apparently nowhere was safe, not even in the women's room of a run-down Latino diner.

"I don't need you to tell me that," CC replied, angry to be stuck in such a small place with someone she hated as much as she hated Lois.

"Well, considering it took you 20 years to catch on, I thought maybe I needed to remind you." She knew it was a low blow, but suddenly any sadness she had felt about losing Niles was being completely laid on CC's shoulders.

"Excuse me, but I don't think my relationship with Niles is any of your business." Stiffening, she hoped that she could refrain from pulling out all of the Barbie doll's hair.

"It is – he left me for you, which makes me wonder about his state of mind at the time, but that's an aside…I just think that you should know, should you ever hurt him or break up with him, I'll be around and more than happy to console him."

"I wouldn't hold my breath if I were you, though if you did it could have a pleasant outcome for all of us," CC snapped back. The nerve of the woman, telling her that when, or rather if things fell apart that she'd be there to pick up the pieces.

"Save it. I really don't want to hear it. I just wanted to tell you that he's a real catch, and even though you seem to have a difficult time grasping that, the rest of the world doesn't." Looking over her shoulder at the older blonde, Lois felt the need to get one more jab in. "Do you even think you can make Niles happy? I mean, look at you…if the competition were out there staring down my man, do you think I would have turned tail and run? You couldn't even stay to defend what's 'yours'?" Snickering, Lois left. It was unlike her to be catty, but that Babcock woman had always gotten to her, and now she seemed to be able to justify it as anger from losing Niles.

Taking a deep breath, CC wondered if Lois didn't have a point. Why didn't she stay there when Niles was talking to Lois? Why didn't she pull herself together enough to make sure he was well aware of her feelings?

"You screwed up again, CC. You're getting too good at that." Mentally kicking herself for being so clueless, she hoped that she could recover what ground she just lost, and maybe make him see that she may not be Lois, but she was definitely what he needed.

19

Breakfast had been almost completely silent, save for the mandatory comments one needs to make over the course of a meal.

Niles had attempted to ask her what had happened when Lois cornered her in the bathroom – it took him all of a minute and a bit to put two and two together when both women were mysteriously missing, and even less time when he heard the distinctive yell that CC made when she was frustrated. CC would have none of it though, instead sitting herself down in her seat and spearing a piece of potato with her fork.

"If it's too cold, we could order again; it came just after you excused yourself," Niles said, trying to gauge her mood.

"It's fine," CC said, though her words were more conciliatory than he would have liked. The fire he had seen in her eyes before Lois' interruption was gone.

"Can I get you something else? If you don't like it…"

Before he could finish what he was saying, she interrupted him. "It's fine. I've just lost my appetite."

Taking a few bites, he watched as she pushed a few pieces of fruit around, periodically spearing one with her fork, and then smushing it in one hard action.

Ten minutes more and he wondered if this was the end of the relationship they had just began. Ridiculous, he thought. One ex-girlfriend…well, one ex-fiancée, and suddenly things that had previously been perfectly on track were decimated.

"Do you want to leave," he asked tenderly.

"If you want to," she said, not even looking up.

Niles nodded, before throwing a couple of bills on the table. "Then let's walk – we're not going to spend the entire meal in silence. You're going to tell me what's got you so angry." Calling back some presumably friendly words to Juana, he led her to the door and down the street to a tiny park.

In the middle of all the tall buildings, they seemed incredibly small, he thought. Back home, when he was in England, he had only seen buildings like these in London, but since he had come to America, it seemed almost every major city was an expanse of concrete towers. Today, he felt especially small, and the buildings only made him feel worse.

"Sit," he said quietly, as he took a seat on the bench, and took her hand in his. He was afraid that if he let go, she might take off, and he didn't know if he could handle rejection from her one more time.

"I'm not a dog, you know," she said but she sat beside him anyway.

"Oh, don't I know it. You're much too disobedient." Nudging her with his shoulder, he hoped to get a laugh out of her, but nothing. "I'm sorry about Lois showing up at breakfast this morning." It was a start, he hoped. It was at least a few words to hopefully bring them back on track.

"You didn't invite her," CC said, before quickly adding "did you?" 

Niles laughed. "I most certainly did not. I didn't intend to spend my morning trying to convince of that fact, either."

"I believe you," she admitted.

"So, then why are you still mad at me?" Using his index finger to tilt her face towards his, he hoped that she wouldn't pull away from him. When she let him touch her, he had at least a moment's worth of hope that things weren't so seriously deteriorated that they wouldn't rebound.

"Believe it or not, I'm mad at me," CC said. "I'm really mad at me." Squeezing his hand in hers, she sighed. It was now or never, and she couldn't face the possibility of 'never'.

"When you first started dating Lois, I figured it was a phase and that like everything else, she'd come and she'd go…"

Niles laughed. "What kind of man do you take me for?"

"That's not quite what I meant, but yeah, that too. I figured it was all for the moment. When she proposed to you, I realized that it was maybe going to be a little more long term, and that worried me. I just didn't understand why. After all, you and I have spent our entire lives fighting each other. Well, what feels like our entire lives, at least, and even when we weren't fighting we weren't friends necessarily. I just couldn't figure out why I was so upset."

"The thought never crossed your mind that you might have feelings for me?"

CC shrunk into herself. "I had considered the possibility, but I never allowed myself to give it credence."

"Ah, well, that's enough to make a man feel special," Niles said, suddenly wondering if this was such a good conversation to be having. As much as he wanted to know more about her feelings for him, deniability had never been a very romantic concept to him.

"It's not that I didn't like you. It was more like…I didn't know how to deal with the emotions you made me feel," CC explained.

"Like disgust and anger, and pity?" The smile on his face kept the mood light, even though there was a twinge of honesty to his words.

"Like love – do you know how hard it is to love everything that you know you're not supposed to love?"

Niles cringed. "If that's an impassioned profession of love, then we need to work on your communication skills."

"Give me a break, will ya Tidy Bowl?" CC smiled, taking his hand and leading him to the sofa. "I never said I was good at this."

Niles nodded, understanding what she was trying to say, even if she wasn't saying it very well.

"You'd walk into the room and throw some insult at me like it was as natural as saying hello. For us, it is. What we feel for one another is never going to be that gushy love that Nanny Fine and Maxwell have been dancing around; we're not that kind of couple."

"Good – I don't do gushy," Niles said, making a sour face.

CC laughed. "That…that's the other thing. You can _always_ make me laugh."

At first looking wounded, Niles recovered quickly. "If you think you're in stitches now, wait 'til you see me naked."

"Mmm…I don't want to wait," CC purred, leaning closer, resting her chin on his shoulder.

"You always made me feel something more than the loathing I tried to pass off as my only emotion for you," he said against her hair. "You always managed to make me want to yell at you and kiss you all at the same time."

"I think that's called being infuriating," CC provided. 

"I think it's called being in love. It's just our version of the concept," he said quietly. "We're never going to be the people who do Sunday morning walks while we talk about the week ahead."

"I don't care about the week ahead, as long as you don't forget to tell me where I fit in the plan," CC said, almost making it more of a question than a statement.

"So we're going to try this then? We're going to stop letting silly little petty things like class distinctions, ex-fiancées and jealousy get in our way?"

"I could be up for it. But I do feel the need to interrogate you about every minute you spent with Lois," she confessed.

"Every minute?" With raised eyebrows, he looked at her for a moment. "Some minutes might be best left out."

Making a gagging motion, CC nodded. "Some minutes we'll pretend don't exist. But I want the summary of the entire whirlwind romance, including where you guys went on dates; I don't want to run into her again. At least, not any time soon."

"Fine, but I expect you to explain the whole 'gaga for Mr. Sheffield' thing you've had going on for the past few years."

CC laughed. "Jealous?"

"No more so than you are," he assured her.

"Then we're really in trouble."

Laughing, he couldn't help but move closer to her. "But at least we're in trouble together?"

CC nodded before closing the space between them and pressing her lips against his. The kiss, which started out tentative and nervously, began to grow into something more and before they knew it they were feverishly holding one another. 

"As much as I like the idea of making out on the park bench, one of New York's finest will come along at any moment, and we'll likely be arrested."

"Not so bad. You might meet a nice man in prison," CC said quietly, a wicked grin spread across her face.

"So you won't share me with Lois, but you'll share me with a man?"

His comment earned him a jab in the arm. "I won't share you with anyone. But it's nice to tease."

Niles snickered at the expression on her face. "Somehow I managed to figure you out, and I never even got a roadmap…"

"I have some chocolate sauce at home," CC said smoothly. "Maybe if you're really good, we'll draw one out for you later on?"

Niles' eyes went wide. "Oh, I promise you, I can be very, very good when I need to be."

the end


End file.
